Shenzhen China Bicycle Company (Holdings) Limited
Annual Report 2022
April 2023
Annual Report 2022
Section I. Important Notice, Contents and InterpretationBoard of Directors, Supervisory Committee, all directors, supervisors and seniorexecutives of Shenzhen China Bicycle Company (Holdings) Limited (hereinafterreferred to as the Company) hereby confirm that there are no any fictitiousstatements, misleading statements, or important omissions carried in this report,and shall take all responsibilities, individual and/or joint, for the reality,accuracy and completion of the whole contents.
Wang Shenghong, Principal of the Company, Sun Longlong, person in charge ofaccounting works and She Hanxing, person in charge of accounting organ(accounting principal) hereby confirm that the Financial Report of 2022 AnnualReport is authentic, accurate and complete.
All directors are attended the Board Meeting for Report deliberation.
The Company plans not to distribute cash dividends, not to send bonus shares,and no reserve capitalizing.
Contents
Section I. Important Notice, Contents and Interpretation .......................................... 2
Section III Management Discussion and Analysis ...... 11
Section IV Corporate Governance ...... 35
Section VII. Changes in Shares and Particulars about Shareholders ........................ 72
Section VIII. Preferred Stock ....................................................................................... 82
Documents Available for Reference
1. Accounting statement carrying the signatures and seals of the legal representative, person in charge ofaccounting and person in charge of accounting organ.
2. Originals auditing report carried with the seal of accounting firm and signature & seal of the CPA.
3. Originals documents of the Company and manuscripts of public notices that disclosed in the newspaperdesignated by CSRC during the reporting period.
4. English version of the Annual Report 2022
Interpretation
| Items | Refers to | Contents |
| Company, the Company, the listed company, CBC Group | Refers to | Shenzhen China Bicycle Company (Holdings)Limited |
| Wansheng Industrial | Refers to | Wansheng Industrial Holdings (Shenzhen) Co., Ltd. |
| Guosheng Energy | Refers to | Shenzhen Guosheng Energy Investment Development Co., Ltd. |
| CSRC | Refers to | China Securities Regulatory Commission |
| SSE | Refers to | Shenzhen Stock Exchange |
| SGE | Refers to | Shanghai Gold Exchange |
| SDE | Refers to | Shanghai Diamond Exchange |
| CNY | Refers to | RMB/CNY |
| Listing | Refers to | Stock of the Company listed on Stock Exchange |
Section II. Company Profile and Main Financial Indexes
I. Company information
| Short form of the stock | Zhonghua A, Zhonghua B | Stock Code | 000017, 200017 |
| Short form of the Stock before changed (if applicable) | N/A | ||
| Stock Exchange for listing | Shenzhen Stock Exchange | ||
| Name of the Company (in Chinese) | 深圳中华自行车(集团)股份有限公司 | ||
| Short form of the Company (in Chinese) | 深中华 | ||
| Foreign name of the Company (if applicable) | Shenzhen China Bicycle Company (Holdings)Limited | ||
| Short form of foreign name of the Company (if applicable) | CBC | ||
| Legal representative | Wang Shenghong | ||
| Registrations add. | No. 3008, Buxin Rd., Luohu District, Shenzhen | ||
| Code for registrations add | 518019 | ||
| Historical changes of registered address | N/A | ||
| Offices add. | 501 Zhongxin Technology Building, No.31 Bagua Rd., Bagualing, Futian District, Shenzhen | ||
| Codes for office add. | 518029 | ||
| Internet Web Site | www.szcbc.com | ||
| dmc@szcbc.com | |||
II. Person/Way to contact
| Secretary of the Board | Rep. of security affairs | |
| Name | Sun Longlong | Yu Xiaomin, Zhong Xiaojin |
| Contact add. | 501 Zhongxin Technology Building, No.31 Bagua Rd., Bagualing, Futian District, Shenzhen | 501 Zhongxin Technology Building, No.31 Bagua Rd., Bagualing, Futian District, Shenzhen |
| Tel. | 0755-25516998,28181666 | 0755-25516998,28181666 |
| Fax. | 0755-28181009 | 0755-28181009 |
| dmc@szcbc.com | dmc@szcbc.com |
III. Information disclosure and preparation place
| Website of the Stock Exchange where the annual report disclosed | Shenzhen Stock Exchange(http://www.szse.cn) |
| Media and Website where the annual report disclosed | Securities Times, Juchao Website (http://www.cninfo.com.cn) |
| Preparation place for annual report | 501 Zhongxin Technology Building, No.31 Bagua Rd., Bagualing, Futian District, Shenzhen |
IV. Registration changes of the Company
| Uniform Social Credit Code | 914403006188304524 |
| Changes of main business since listing (if applicable) | Main products or services provided at present: Emmelle bicycle, electric bicycle, lithium battery materials and gold jewelry. |
| Previous changes for controlling shareholders (if applicable) | 1. In March 1992, the Stock of the Company was listed in Shenzhen Stock Exchange, and 23.28% equity of the Company was held by Shenzhen Lionda Holding Co., Ltd. and Hong Kong Dahuan Bicycle Co., Ltd respectively. 2. In March 2002, legal shares 13.58% A-stock of the Company was obtained by China Huarong Asset Management Co., Ltd. through court auction, and became the first majority shareholder of the Company. 3. On 13 November 2006, the 65,098,412 legal shears of CBC held by Huarong Company was acquired by Shenzhen Guosheng Energy Investment Development Co., Ltd. via the “Equity Transfer Agreement” signed, and first majority of the Company comes to Guosheng Energy. Guosheng Energy is the wholly-owned subsidiary of National Investment, actual controller was Zhang Yanfeng. 4. In January 2011, controlling shareholder of Shenzhen Guosheng Energy Investment Development Co., Ltd.—Shenzhen National Investment Development Co., Ltd. entered into equity transfer agreement with Mr. Ji Hanfei, 100% equity of Guosheng Energy was transfer to Mr. Ji Hanfei with price of 70 million. Shenzhen Guosheng Energy Investment Development Co., Ltd. Shenzhen Guosheng Energy Investment Development Co., Ltd. holds 63,508,747 A-stock of the Company with 11.52% in total share capital of the Company. 5. On February 20, 2017, Ji Hanfei and Guosheng Energy made an “Explanation” to abandon the actual control of the Company, after Ji Hanfei made the declaration to abandon the actual control of the Company, the investment from CBC by Mr. Ji changed to general investment instead of actual controlling, and the actual controller of the Company changed from Ji Hanfei to no actual controller. 6. On November 7, 2022, the newly added non-public offering of shares of the company were listed on the Shenzhen Stock Exchange. Wansheng Industrial holds 137,836,986 shares of the company through the subscription of non-public offering of shares, accounting for 20% of the total share capital after the completion of the non-public offering. On November 28, 2022, |
the company held the second interim general meeting ofshareholders in 2022 to review and approve the Proposal onNominating Candidates for Non-Independent Director and theProposal on Nominating Candidates for Independent Director,and the board of directors of the company completed thechange of the term of office. Given that Wansheng Industrialholds 20% of the stock equity of the company and determinesmore than half of the seats on the board of directors of thecompany, Wansheng Industrial can therefore have a significantinfluence on the resolutions of the company's general meetingof shareholders and the board of directors. Therefore, thecompany was changed from a company without controllingshareholder and actual controller to a company with controllingshareholder and actual controller, the controlling shareholder ofthe company was changed to Wansheng Industrial, and theactual controller of the company was changed to Mr. WangShenghong.
V. Other relevant information
Accounting firm engaged by the Company
| Name of the accounting firm | Baker Tilly China CPA (LLP) |
| Offices add. for CPA | A-1 and A-5 of No.68 Building, No.19 Chegongzhuang West Road, Haidian District Beijing |
| Signatory accountant | Qu Xianfu, Deng Jun |
Sponsor engaged by the Company for performing continuous supervision duties in reporting period?Applicable □Not applicable
| Sponsor | Office address of the sponsor | Sponsor representatives | Continuing supervision period |
| Sinolink Securities Co., Ltd. | 23/F Zizhu International Building, No. 1088, Fangdian Rd., Pudong New Area, Shanghai | Li Hong, Xu Juan | 7 November 2022-31 December 2023 |
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period
□Applicable ?Not applicable
VI. Main accounting data and financial indexesWhether it has retroactive adjustment or re-statement on previous accounting data or not
□Yes ?No
| 2022 | 2021 | Changes in the current year over the previous year (+,-) | 2020 | |
| Operation revenue(RMB) | 444,762,238.25 | 165,246,577.95 | 169.15% | 117,857,480.17 |
| Net profit attributable | -7,616,378.75 | -1,986,692.82 | -283.37% | 3,785,834.68 |
| to shareholders of the listed company (RMB) | ||||
| Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses(RMB) | -7,644,167.31 | -4,548,872.83 | -68.05% | 3,071,751.90 |
| Net cash flow arising from operating activities(RMB) | -261,419,066.03 | 15,673,932.87 | -1,767.86% | 3,942,228.96 |
| Basic EPS(RMB/Share) | -0.013 | -0.004 | -225.00% | 0.0069 |
| Diluted EPS(RMB/Share) | -0.013 | -0.004 | -225.00% | 0.0069 |
| Weighted average ROE | -14.30% | -20.04% | 5.74% | 42.01% |
| Year-end of 2022 | Year-end of 2021 | Changes at end of the current year compared with the end of previous year (+,-) | Year-end of 2020 | |
| Total assets(RMB) | 397,253,487.93 | 97,363,437.22 | 308.01% | 91,742,769.99 |
| Net assets attributable to shareholder of listed company (RMB) | 290,129,318.51 | 8,918,538.16 | 3,153.10% | 10,905,230.98 |
The lower of the company’s net profit before or after deduction of non-recurring profit (gain)/loss for the last three financial yearsis negative, and the audit report for the latest year indicates that there is uncertainty about the company’s ability to continue as agoing concern
□Yes ?No
The lower of the net profit before or after deduction of non-recurring profit (gain)/loss is negative
□Yes ?No
VII. Difference of the accounting data under accounting rules in and out of China
1. Difference of the net profit and net assets disclosed in financial report, under both IAS (InternationalAccounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
□Applicable ?Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (InternationalAccounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period.
2. Difference of the net profit and net assets disclosed in financial report, under both foreign accountingrules and Chinese GAAP (Generally Accepted Accounting Principles)
□Applicable ?Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules orChinese GAAP (Generally Accepted Accounting Principles) in the period.
VIII. Quarterly main financial index
Unit: RMB/CNY
| Q 1 | Q 2 | Q 3 | Q 4 | |
| Operation revenue | 50,246,951.40 | 56,418,495.18 | 42,497,879.73 | 295,598,911.94 |
| Net profit attributable to shareholders of the listed company | -903,991.16 | -579,373.26 | 2,695,178.23 | -8,828,192.56 |
| Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses | -1,190,923.81 | -1,084,990.33 | 2,327,827.29 | -7,696,080.46 |
| Net cash flow arising from operating activities | -8,930,326.51 | -349,150.01 | -5,918,237.69 | -246,221,351.82 |
Whether there are significant differences between the above-mentioned financial index or its total number and the relevantfinancial index disclosed in the company’s quarterly report and semi-annual report
□Yes ?No
IX. Items and amounts of extraordinary(non-recurring) profit (gains)/loss
□Applicable ?Not applicable
The Company has no non-recurring gain/loss in the reporting period
Section III Management Discussion and AnalysisI. Industry of the Company during the reporting periodThe Company shall comply with the disclosure requirement of jewelry-related industries in the “Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 3- Industry Disclosure”
(1) Industry development
China is one of the most important jewelry producer and consumer in the world at present. With the growth of national economy andthe accumulation of residents' wealth, people gradually increase their consumption of high-end consumer goods after meeting thebasic living needs. Jewelry with the property of preserving value and showing personality has become the consumption hotspots ofChinese residents. At the same time, with the rise of young consumers and emerging middle class, the demand for quality personalconsumption is gradually upgrading, and the young generation's consumption of jewelry tends to be more routine, which can improvethe repurchase rate of jewelry products under various occasions, providing greater development space for the jewelry industry.
Jewelry can be divided into gold, diamond, jade, colored jewelry and others. Under the background of China’s cultural tradition ofadvocating gold jewelry and the Investment real estate of gold, gold products occupies a relatively high proportion in the domesticjewelry market in 2022, reaching 57.02%. Diamond and jade are also the main categories of jewelry in China, accounting for 11.40%and 20.45%. From the international market, the jewelry markets of developed countries such as the United States, Japan, and Europeare all dominated by diamond jewelry. Compared with the international market, the main categories of China’s jewelry market aremore abundant, and the proportion of various jewelry markets is more balanced, the categories of products are more rich.
In 2022, China's consumer market continued to maintain its recovery momentum and remain resilient. According to the data of theNational Bureau of Statistics, in 2022, the total retail sales of consumer goods reached 43.97 trillion yuan, among which, the retailsales of gold, silver and jewelry by units above the quota reached 301.4 billion yuan, and the total retail sales remained above 300billion yuan. According to the 2022 China Jewelry Industry Development Report" released by GEMS & Jewelry Trade Association ofChina, in terms of sales volume, China's jewelry and jade jewelry industry market scale was about 719 billion yuan in 2022, whichbasically remained unchanged from the previous year. The market scale of gold products was about 410 billion yuan, and the marketscale of diamond products was about 82 billion yuan. China has been the world's largest gold consumer since 2013. According tohistorical data, from 1992 to 2022, the average annual growth rate of China's demand for gold jewelry was 5%. In 2022, the Chinesemarket accounted for more than 27% of the total global demand for gold jewelry.
(2) Industry development trend analysis
1. The increased industry concentration has become the mainstream trend
For the past few years, consumers’ brand awareness has been increasing. In addition, at the end of 2014, the National JewelryStandards Technical Committee revised the mandatory national standard “Regulations on the Purity of Precious Metals in Jewelryand Naming” (GB11887-2012), which deleted the “pure gold” and other titles, guided consumers to pay more attention to jewelrydesign, craftsmanship, style and brand value, and no longer be attracted by the words “pure gold” in the slogan and pay moreattention to product quality, prompting small jewelry enterprises to move closer to large jewelry enterprises. The increasingconcentration of the jewelry industry has become the mainstream trend. In contrast, some regional branded or unbranded smalljewelry companies are at a disadvantage in terms of scale, capital, cost, etc., coupled with their own lack of ability in brand operationmanagement, product marketing design, and enterprise operation, in the case of consumers paying more and more attention to brand,
they will have to choose to rely on the development of jewelry brands with larger brand awareness, which will further promote theimprovement of the industry concentration, and the national jewelry brands will gain an opportunity for vigorous development.
2. The development trend of industrial clustering is more obvious
The cluster development of the jewelry industry has now become an important direction for China's jewelry industry to improve itscomprehensive competitiveness and promote the extension and upgrade of the characteristic industry chain of the regional jewelry.At present, there are more than ten jewelry industry bases in China, all of which have distinctive characteristics and outstandingadvantages. Whether it is pearl cultivation, jade carving or jewelry processing, they all add charm to the city and also bring vitality tothe prosperity of the jewelry industry. Special jewelry industry bases such as Shenzhen Luohu, Guangzhou Panyu mainly focus onprecious metal jewelry inlay processing, diamond cutting, and supporting products, forming a series of leading enterprises and manysmall and medium-sized enterprises. At the same time, with the strong support of the local government, the supporting system suchas logistics services, information services and technical services have been continuously improved.
3. The Third- and fourth-tier cities become important consumer markets for the jewelry industryIn recent years, the pace of urbanization in China has gradually accelerated, and the urbanization rate has continued to grow.Residents in rural areas are gradually relocating and settling in nearby third- and fourth-tier cities, which steadily deliver new vitalityto the third- and fourth-tier cities. In the future, the third- and fourth-tier cities will have broad market space and show huge growthpotential. With the sinking trend of the jewelry consumption market, the third- and fourth-tier cities will become the main marketsfor the growth of jewelry companies in the future.
4. Channel strength will be regarded as the core competitiveness of enterprises for a long timeThe internal competition in the jewelry industry is relatively large, and the fierce market competition makes the construction andcontrol of sales channels for jewelry companies crucial. At the same time, due to the high value of jewelry, consumers are oftenworried about the quality of the product and the reasonableness of the price when purchasing, which often prompts them to purchasethrough physical channels. There is a certain scarcity of high-quality physical channels, and the number of high-quality shops in aregion’s high-quality business districts is scarce. Such high-quality shops can not only provide higher traffic, improve the retailperformance of jewelry, but also have the important value of brand promotion. Therefore, in the fierce market competition, it is veryimportant for jewelry enterprises to control high-quality physical channels, which reflects the core competitiveness of enterprises onthe other side.
5. Brand and design capabilities will become a new driving force for the development of the industryWith the change of consumer demographic structure and the increase of per capital income, the middle and upper middle class andwealthy people have gradually become the main force of consumption, and the mainstream consumption concept has also quietlychanged. Compared with traditional consumers, emerging consumer groups pay more attention to the design, craftsmanship, styleand brand value of jewelry products, hoping to meet their needs to show their taste and personality. In addition, the National JewelryStandards Technical Committee has removed titles such as “pure gold from the national standards, further prompting consumers topay attention to the design, craftsmanship, style and brand value of jewelry, rather than overemphasizing purity.
6. There is large space for improving the penetration rate of diamond jewelry
In China, different jewellery products have different market maturity levels. Among them, gold jewelry has a relatively deepfoundation in Chinese culture, and it is still the main jewelry consumption type so far. The diamond jewelry is small in volume but isgrowing rapidly, and has a broad space for industry development in the future. With the further reduction of diamond inventory andpromotion of the resume dynamic between international contact and trading cooperation, China’s diamond imports and consumptionis expected to recover rapidly.
7. The rapid development of e-commerce market creates omni-channel marketing model
The Internet has provided more convenient and more widely spread way of information sharing, guiding the consumers' demands andchoices. In recent years, jewelry retail enterprises have further strengthened online layout, built new media matrix through varioussocial communication platforms, formed multi-channel customer sources, realized rapid spread of online brands and drainage andsales of offline stores, and created a new mode of omni-channel marketing. The development of sharing platforms and e-commerceplatforms has changed the consumption habits of consumers, especially the young generation.
Online consumers can more conveniently understand product features and share user experience, which has become an importanttrend of product promotion and future sales. Especially with the rise of live streaming platforms of e-commerce and social contact,the market share of live streaming e-commerce is increasing rapidly.
8. Supply chain management has become an important business method for jewelry enterprisesFrom the perspective of supply chain in the jewelry industry, it mainly involves raw material mining, processing and smelting, blankprocessing, jewelry production, warehousing, distribution and sales. The jewelry enterprise continue to optimize their supply chainmanagement in order to shorten the supplying cycle and lower operating costs while guarantee the quality. More and more well-known domestic jewelry brands have outsourced part or all of the intermediate processing links with low gross profit and largeinvestment over recent years, focusing on premium front-end design, brand operation and back-end marketing network construction.Supply chain management has become a major means for jewelry enterprise to improving their operational efficiency.
(3) Competitive advantages of the company to engage in the jewelry and gold business
1. Superior quality of upstream supplier system
As things are at the moment, the company has established relatively stable cooperative relationships with major diamond suppliersand processors at home and abroad, and has advantages in raw material procurement cost, order production cycle and product qualitycontrol, which can continuously reduce supply cost and improve operational efficiency.
2. Diversified downstream market channels and customer resources
The company is actively expanding its gold jewelry customers now. In addition to customers with clear orders, it is currentlynegotiating business cooperation with a number of domestic jewelry brands. The above customers include three types of customers,of which Class A customers are national well-known brand customers, with more than 500 retail stores; Class B customers are smalland medium-sized/regional/segmented brands, with 300-500 retail stores; Class C customers are small and medium-sized brands,with 50-100 retail stores.
3. Improve the industrial chain of production and design
The company has a one-stop industrial chain of design, production, processing, testing, and wholesale. Brand owners can rely on ourjewelry processing resources to hand over lower value-added links such as manufacturing and distribution to the company, so as tofocus on the higher value-added brand operation and sales links. Outsourcing in the production and design process can improve thehomogenization of gold jewelry products.
4. Closed-loop business process and risk control system
The company has formulated strict business internal control processes such as supplier admittance standards, customer evaluationsystem, full-process order tracking system, and procurement price comparison system, and has realized the closed-loop control ofcapital flow, information flow and logistics and the multi-level risk control through the integrated service platform of supply systemand the integrated solution of capital management.In the bicycle and new-energy lithium battery materials industry, as a traditional manufacturing industry, the bicycle industry
continues the dilemma of rising labor costs, manufacturing costs, capital costs, and material costs. The new national standard ofsafety technical specifications for electric bicycles implemented in April 2019 accelerated the industry reshuffle and formed a newround of industry shock. The market share showed a trend of concentration to large-scale enterprises, leading enterprises and brandenterprises, and the industry order was accelerated and optimized, and the market concentration degree was continuously improved.China is the world's largest country in the production and sales of electric bicycles. After years of development, electric bicycles havegradually become an important means of transportation for consumers' daily short-distance trips. At present, there are about 200million vehicles in the whole society. Under the macro background of economic transformation, information technology and carbondioxide emission and carbon neutrality policy, the consumer market of two-wheeled electric vehicles gradually presents three trends,namely the consumption upgrading and personalized consumption demand, the consumer awareness of environmental protection,and the consumer pursuit of convenience and intelligence. Structural body, motor, power battery, and control system, as the corecomponents of electric bicycles, Shenzhen China Bicycle has closely followed up and studied their technological development,application development and commercial value for a long time, and determined the list of qualified suppliers for core componentsyear by year. As one of the core components of electric bicycle, lead-acid batteries have been mainly used as the power batteries inthe past ten or twenty years. With the development and popularization of new energy technologies and new energy materials, it isexpected that they will be replaced by lithium batteries on a large scale in the future. The implementation of the new nationalstandards for safety technical specifications of electric bicycle has comprehensively improved the safety performance of electricbicycles, adjusted and improved technical indicators such as speed limit, vehicle quality, and pedaling ability. The new standards thatare close to the people's livelihood and serve the people's livelihood have increased the application space of lithium battery energystorage, and lithium battery electric bicycles will usher in a new stage of development.
II. Main businesses of the Company during the reporting periodThe Company shall comply with the disclosure requirement of jewelry-related industries in the “Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 3- Industry Disclosure”During the reporting period, the company mainly engaged in jewelry gold business, bicycle and new-energy lithium battery materialbusiness: (1) Gold jewelry business -The company connected with downstream gold jewelry brands, purchased gold and diamondsaccording to their product needs, and then entrusted gold jewelry processing plants for processing, and delivered the inspected andqualified finished products to downstream customers after making product certificate for them. Through the integration of upstreamsupplier resources and downstream customer resources, the turnover speed of gold jewelry products in upstream and downstream hasbeen improved, the cost of circulation has been reduced, and the overall competitive advantage of upstream and downstream hasformed. (2) Bicycle and new-energy lithium battery material business includes production, assembly, procurement, and sales ofbicycles and electric bicycles, and procurement, sales, and consigned processing of lithium batteries materials, etc.
As the operation revenue from jewelry-related business for year of 2022 accounts for more than 30% of the Company’s auditedoperation revenue for the most recent fiscal year, the Company is required to comply with the disclosure requirement of jewelry-related industries in the “Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 3- Industry Disclosure”,specific disclosures are as follow:
(1) Main business models during the reporting period
1. Sales model
According to the annual order planning and regular procurement requirements of brand retailers, the company provided B-endcustomers with various forms of supply chain management services such as spot procurement, order production, and customizeddevelopment, so as to minimize product inventory and improve the supply chain effectiveness for customers.
Spot procurement: Organized the goods through the integration of upstream factories and exhibition halls and suppliers' product
styles and spot resources, and provided corresponding product structure according to the customer's brand characteristics andterminal market needs;
Order production: Customers placed orders to the company according to their own needs, and the company purchased raw materialsand subcontracted processing to form finished products and sell them to customers;
Customized development: According to the characteristics of their own brands and future development needs, customers entrustedthe company to develop and design the product styles, and produce finished products to sell to customers.
2.Procurement model
The upstream raw material suppliers of the company’s gold jewelry supply chain business were mainly diamonds and gold, of whichthe diamond suppliers were mainly source producers or wholesalers from India or Hong Kong, and domestic mature diamondwholesalers (generally members of the Shanghai Diamond Exchange) ), gold was mainly purchased from the Shanghai GoldExchange through the company's membership qualifications at Shanghai Gold Exchange. The company has established professionalprocurement department and team to be responsible for the procurement of diamond products and jewellery. The specificprocurement models varied according to customer needs.
3. Production model
By integrating upstream commissioned processing plants, the company outsourced the production of products ordered by customersto professional jewelry manufacturers to give full play to their professional and scale effect. In view of the current situation andcharacteristics of domestic jewelry processing enterprises, the company established a set of effective supplier managementmechanisms and evaluation standards to achieve a benign interaction between the production system of outsourced manufacturersand the company's business development.
(2) Operation of the physical store during the reporting period
During the reporting period, gold and jewelry business of the Company mainly provides supply chain management and services inthe vertical field of gold and jewelry, it connects with the downstream gold jewelry brand and does not have the physical stores.
(3) Operation of the on-line sales in reporting period
The Company does not have on-line sales in the Period
(4) Inventory in the reporting period
Unit: RMB/CNY
| Item | Types | Amount | Proportion |
| Finished goods | Jewelry | 1,607,746.86 | 3.42% |
| Gold jewelry | 21,711,885.06 | 46.12% | |
| Other | 2,287.90 | 0.00% | |
| Total | 23,321,919.82 | 49.55% | |
| Raw materials | Gold | 21,309,167.26 | 45.27% |
| Platinum | - | - | |
| Diamond | 1,259,273.89 | 2.68% | |
| Total | 22,568,441.15 | 47.94% | |
| Wrappage | 105,670.36 | 0.22% | |
| Goods in process | 1,075,997.14 | 2.29% | |
| Total | 47,072,028.47 | 100.00% |
III. Core Competitiveness Analysis
In 2022, based on its own poor economic conditions after the reorganization, the company continued to adhere to the business ofbicycle and electric bicycles, strive to carry out new product research and development, and carried out online and offline sales and
brand management; Meanwhile, based on the long-term process of the electric bicycle business, correspondingly carried out follow-up research on related industrial projects and technical applications in the upstream and downstream of the industrial chain. On thebasis of extensive commercial contacts and previous businesses, the company continued to follow the new energy development andconduct business. On the one hand, the company continued to promote the jewelry and gold business to expand business dimension.In August 2019, the Company and Shenzhen Zuankinson Jewelry Co., Ltd jointly established a Shenzhen Xinsen Jewelry GoldSupply Chain Co., Ltd with contribution of 6.5 million yuan. Of which, the Company holds 65% equity, and is the controllingshareholder of Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd, while 35% equity held by Zuankinson Jewelry. In the firsthalf of 2020, the investment parties increased the capital to Xinsen Company in the same proportion to 20 million yuan; In August2020, the two investment parties signed another capital increase contract to increasing the capital to Xinsen Company in the sameproportion, the registered capital increased to 200 million yuan from 20 million yuan. Among them, the company has contributed 117million yuan, which will be invested one after another according to the self-owned funds and funds raised from the non-publicoffering of A shares. On the other hand, making more efforts to promote the selection of restructuring party and planning for thenon-public offering of shares in the hope of improving the business strength and development momentum of the Company.
From October to November 2022, the company successfully made a non-public offering of 138 million shares, raising funds of 294million yuan, all of which is to be used to supplement the working capital after deducting issuance expenses. Through internaldevelopment, jewelry and gold business has gradually become the core business of the company. Competitive advantages of thecompany in jewelry and gold business:
1. High-quality upstream supplier system
At present, the company has established stable cooperative relations with major diamond suppliers and processors at home andabroad, and has advantages in raw material purchase cost, order production cycle and product quality control, which cancontinuously reduce the supply cost and operation efficiency.
2. Diversified downstream market channels and customer resources
At present, the company is actively developing gold and jewelry customers. In addition to customers placed orders, the company isnegotiating business cooperation with many domestic jewelry brands. There are three types of customers, type A customers arenational well-known brand customers with more than 500 retail stores; type B customers are small and medium-sized/regional/segmented brands with 300-500 retail stores; type C customers are small and medium-sized brands with 50-100 retailstores.
3. Industrial chain improvement of production and design links
The company has an industrial chain process coordinating design, production, processing, inspection and wholesale. Brand ownerscan rely on our jewelry processing resource advantages and hand over low value-added links such as manufacturing and distributionto the company, so as to focus on the brand operation and sales links with higher added value. Outsourcing of production and designcan improve the homogeneity of gold and jewelry products.
4. Closed-loop business process and risk control system
The company has developed strict internal business control processes such as supplier admittance criterion, customer evaluationsystem, whole-process order tracking system and purchase price comparison system. Through integrated service platform of supplysystem and integrated solution of fund management, the company has realized closed-loop control of capital flow, information flowand logistics, and realized multi-level risk control.
IV. Main business analysis
1. Overview
In 2022, based on its own poor economic conditions after the reorganization, the company continued to adhere to the business ofbicycle and electric bicycles, strive to carry out new product research and development, and carried out online and offline sales andbrand management; Meanwhile, based on the long-term process of the electric bicycle business, correspondingly carried out follow-up research on related industrial projects and technical applications in the upstream and downstream of the industrial chain. On thebasis of extensive commercial contacts and previous businesses, the company continued to follow the new energy development andconduct business. On the one hand, the company continued to promote the jewelry and gold business to expand business dimension.In August 2019, the Company and Shenzhen Zuankinson Jewelry Co., Ltd jointly established a Shenzhen Xinsen Jewelry GoldSupply Chain Co., Ltd with contribution of 6.5 million yuan. Of which, the Company holds 65% equity, and is the controllingshareholder of Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd, while 35% equity held by Zuankinson Jewelry. In the firsthalf of 2020, the investment parties increased the capital to Xinsen Company in the same proportion to 20 million yuan; In August2020, the two investment parties signed another capital increase contract to increasing the capital to Xinsen Company in the sameproportion, the registered capital increased to 200 million yuan from 20 million yuan. Among them, the company has contributed 117million yuan, which will be invested one after another according to the self-owned funds and funds raised from the non-publicoffering of A shares. On the other hand, making more efforts to promote the selection of restructuring party and planning for thenon-public offering of shares in the hope of improving the business strength and development momentum of the Company.
From October to November 2022, the company successfully made a non-public offering of 138 million shares, raising funds of 294million yuan, all of which is to be used to supplement the working capital after deducting issuance expenses. Share capital of theCompany increased to 689 million yuan and completed the general election of Board. Wansheng Industrial Holdings (Shenzhen) Co.,Ltd comes to the controlling shareholder of the Company and Mr. Wang Shenghong is the actual controller of the Company
The fund raised this time should be mainly used to supplement the working capital for the development of jewelry and gold business.Through internal development, jewelry and gold business has gradually become the core business of the company. After the raisedfund was fully funded in the fourth quarter of 2022, the company further planned to expand the jewelry and gold business, andfurther planned to develop the bicycle, electric bicycle and new energy lithium battery material business. Through various efforts, thecompany achieved an operating revenue of 444.76 million yuan in 2022, with a significant increase in both revenue and gross profitcompared with the same period last year. In addition, as the business condition of Guangshui Jiaxu Company, one customer of thecompany's lithium battery material business, turned bad and stopped production, the company increased the provision for bad debtsof its accounts receivable of 21.86 million yuan, resulting in a loss this year, and the net profit attributable to the shareholders of thelisted company in 2022 was -7.62 million yuan.
2. Revenue(income) and cost
(1) Constitute of operation revenue
Unit: RMB/CNY
| 2022 | 2021 | Y-o-y changes (+,-) | |||
| Amount | Ratio in operation revenue | Amount | Ratio in operation revenue | ||
| Total operation revenue | 444,762,238.25 | 100% | 165,246,577.95 | 100% | 169.15% |
| According to industries | |||||
| Sales of bicycles and spare parts | 4,778,433.29 | 1.07% | 9,629,736.29 | 5.83% | -50.38% |
| Lithium battery material | 12,258,681.61 | 2.76% | 19,745,299.24 | 11.95% | -37.92% |
| Jewelry and gold | 427,725,123.35 | 96.17% | 132,915,435.90 | 80.43% | 221.80% |
| Other | 2,956,106.52 | 1.79% | |||
| According to products | |||||
| Sales of bicycles and spare parts | 4,778,433.29 | 1.07% | 9,629,736.29 | 5.83% | -50.38% |
| Lithium battery material | 12,258,681.61 | 2.76% | 19,745,299.24 | 11.95% | -37.92% |
| Jewelry and gold | 427,725,123.35 | 96.17% | 132,915,435.90 | 80.43% | 221.80% |
| Other | 2,956,106.52 | 1.79% | |||
| According to region | |||||
| Domestic | 444,762,238.25 | 100.00% | 165,246,577.95 | 100.00% | 169.15% |
| According to sale model | |||||
| Direct sales | 444,762,238.25 | 100.00% | 165,246,577.95 | 100.00% | 169.15% |
(2) Industries, products, regions and sales model that account for more than 10% of the operating revenue or operatingprofit of the Company?Applicable □Not applicable
Unit: RMB/CNY
| Operation revenue | Operation cost | Gross profit ratio | Change of operation revenue y-o-y(+,-) | Change of operation cost y-o-y(+,-) | Change of gross profit ratio y-o-y(+,-) | |
| According to industries | ||||||
| Sales of bicycles and spare parts | 4,778,433.29 | 1,485,365.25 | 68.92% | -50.38% | -71.20% | 22.47% |
| Lithium battery material | 12,258,681.61 | 12,117,531.87 | 1.15% | -37.92% | -38.44% | 0.84% |
| Jewelry and gold | 427,725,123.35 | 403,281,856.05 | 5.71% | 221.80% | 222.79% | -0.29% |
| Other | ||||||
| According to products | ||||||
| Sales of bicycles and spare parts | 4,778,433.29 | 1,485,365.25 | 68.92% | -50.38% | -71.20% | 22.47% |
| Lithium battery material | 12,258,681.61 | 12,117,531.87 | 1.15% | -37.92% | -38.44% | 0.84% |
| Jewelry and gold | 427,725,123.35 | 403,281,856.05 | 5.71% | 221.80% | 222.79% | -0.29% |
| Other | ||||||
| According to region | ||||||
| Domestic | 444,762,238.25 | 416,884,753.17 | 6.27% | 169.15% | 173.18% | 1.38% |
| According to sale model | ||||||
| Direct sales | 444,762,238.25 | 416,884,753.17 | 6.27% | 169.15% | 173.18% | 1.38% |
Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based onlatest one year’s scope of period-end
□Applicable ?Not applicable
(3) Income from physical sales larger than income from labors
?Yes □No
| Industries | Item | Unit | 2022 | 2021 | Y-o-y changes (+,-) |
| Bicycle, electric bicycle | Sales volume | In 10 thousand | 6.32 | 10.83 | -41.64% |
| Output | In 10 thousand | 10.83 | |||
| Inventory | In 10 thousand | 6.32 | 0.02 | ||
| Lithium battery material | Sales volume | Ton | 152.59913 | 538.38666 | -71.66% |
| Output | |||||
| Inventory | 9.6278 | ||||
| Purchasing volume | Ton | 162.22693 | 538.38666 | -69.87% | |
| Lithium battery material | Sales volume | 10,000 sets | 603 | 1,930 | -68.76% |
| Output | |||||
| Inventory | |||||
| Purchasing volume | 10,000 sets | 603 | 1,930 | -68.76% | |
| Lithium battery material | Sales volume | 10,000 M2 | 40 | 136.3 | -70.65% |
| Output | |||||
| Inventory | |||||
| Purchasing volume | 10,000 M2 | 40 | 136.3 | -70.65% | |
| Lithium battery material | Sales volume | In 10 thousand | 31.04 | 34.585 | -10.25% |
| Output | |||||
| Inventory | |||||
| Purchasing volume | In 10 thousand | 31.04 | 34.585 | -10.25% | |
| Jewelry and gold | Sales volume | Piece | 42,270 | 73,628 | -42.59% |
| Output | |||||
| Inventory | Piece | 2,137 | 3,803 | -43.81% | |
| Purchasing volume | Piece | 40,604 | 74,412 | -45.43% |
Reasons for y-o-y relevant data with over 30% changes?Applicable □Not applicable
1.Decline of the electric vehicle lithium battery material business and down in physical sales;
2. Growth of the jewelry and gold business, the physical sales goes up.
(4) Performance of significant sales contracts, major procurement contract entered into by the companyup to the current reporting period
□Applicable ?Not applicable
(5) Constitute of operation cost
Classification of industries
Unit: RMB/CNY
| Industries | Item | 2022 | 2021 | Y-o-y changes (+,-) | ||
| Amount | Ratio in operation cost | Amount | Ratio in operation cost | |||
| Sales of bicycles and spare parts | Sales of bicycles and spare parts | 4,778,433.29 | 0.36% | 5,156,724.06 | 3.38% | -71.20% |
| Lithium battery material | Lithium battery material | 12,117,531.87 | 2.90% | 19,684,264.57 | 12.90% | -38.44% |
| Jewelry and gold | Jewelry and gold | 403,281,856.05 | 96.74% | 124,935,947.83 | 81.87% | 227.79% |
| Other | IT business | 0 | 0 | 2,830,050.13 | 1.85% | |
ExplanationNil
(6) Whether the changes in the scope of consolidation in Reporting Period
□Yes ?No
(7) Major changes or adjustment in business, product or service of the Company in Reporting Period
□Applicable ?Not applicable
(8) Major sales and main suppliers
Major sales client of the Company
| Total top five clients in sales (RMB) | 337,536,027.69 |
| Proportion in total annual sales volume for top five clients | 75.89% |
| Ratio of related parties in annual total sales among the top five clients | 21.77% |
Information of top five clients of the Company
| Serial | Name | Sales (RMB) | Proportion in total annual sales |
| 1 | Client 1 | 126,045,889.28 | 28.34% |
| 2 | Client 2 | 96,810,724.94 | 21.77% |
| 3 | Client 3 | 45,015,802.21 | 10.12% |
| 4 | Client 4 | 43,576,834.56 | 5.87% |
| 5 | Client 5 | 26,086,776.71 | 9.80% |
| Total | -- | 337,536,027.70 | 75.89% |
Other notes of main clients
□Applicable ?Not applicable
Main suppliers of the Company
| Total purchase amount from top five suppliers (RMB) | 43,385,829,361.06 |
| Proportion in total annual purchase amount for top five suppliers | 94.98% |
| Ratio of related parties in annual total sales among the top five suppliers | 0.00% |
Information of top five suppliers of the Company
| Serial | Name | Purchase (RMB) | Proportion in total annual purchase |
| 1 | Shanghai Gold Exchange | 279,994,024.80 | 61.30% |
| 2 | Supplier 2 | 105,239,983.50 | 23.04% |
| 3 | Supplier 3 | 40,948,456.55 | 8.96% |
| 4 | Supplier 4 | 4,312,416.64 | 0.94% |
| 5 | Supplier 5 | 3,363,412.17 | 0.74% |
| Total | -- | 433,858,293.66 | 94.98% |
Other notes of main suppliers?Applicable □Not applicableShanghai Gold Exchange is the only legal trading market of precious metals in China. The gold materials required during thereporting period were mainly purchased through Shanghai Gold Exchange, and there is no affiliation between the Company andtop five suppliers.
3. Expenses
Unit: RMB/CNY
| 2022 | 2021 | Y-o-y changes (+,-) | Note of major changes | |
| Sales expenses | 5,688,257.68 | 3,303,956.30 | 72.17% | The sale expenses increased due to the growth of revenue |
| Administrative expenses | 7,525,176.16 | 6,154,605.29 | 22.27% | |
| Financial expenses | -196,347.38 | 10,640.11 | -1,945.35% | |
| R&D expenses | 924,567.70 | 2,037,197.58 | -54.62% |
4. R&D investment
?Applicable □Not applicable
| Name of Main R&D Projects | Project Purpose | Project Progress | Goal to Achieve | Estimated Impact on the Company's Future Development |
| Research and development on drum brake control technology of electric vehicles with heat radiation structure | The technical level and quality level of electric vehicle products have great improvement. Improving the drum brake control performance of electric vehicles can further improve the performance of electric | Completed check before acceptance | Improve the drum brake control performance of electric vehicles | Improving the drum brake control performance of electric vehicles to improve customer experience and create more revenue for the company. |
| vehicle products. | ||||
| Research and development on leakage protection technology of the battery of U-shaped electric vehicles | Prevent battery leakage of electric vehicles, and strengthen the safety of electric vehicles | Completed check before acceptance | Further improve the leakage protection effect of the battery of electric vehicles | Improving the safety performance of electric vehicle products to ensure the safety of customers and create more revenue for the company. |
| Research and development on component force and shock-absorbing technology of mountain bike | The special environment of mountain has high requirements for mountain bike in component force and shock-absorbing | Completed check before acceptance | Further improve the overall performance of mountain bikes | Improving the component force and shock-absorbing ability of mountain bikes to improve customer experience and create more revenue for the company. |
| Research and development on anti-detachment variable speed technology of rear wheel of mountain bike | A professional mountain bike is often ridden on the mountains, the bike keeps bouncing during riding, so that the rear wheel is easy to fall off from the slot, causing injury to the rider | Completed check before acceptance | Avoid the rear wheel to fall off, ensure the safety of rider | Improving the safety performance of mountain bikes to ensure the safety of customers and riders and create more revenue for the company. |
| Research and development on anti-shock technology of graphene lead-acid batteries for electric bicycles | It solves the problem that lead-acid batteries with graphene composite electrodes are difficult to apply to electric bicycles due to collisions | Completed check before acceptance | Improve the strength of the graphene composite electrode by the improvement of battery case | Improving the anti-shock performance of the batteries of electric bicycles to increase the battery life, improve customer experience and create more revenue for the company. |
| Research and development on anti-theft technology of hydraulic disc brake of mountain bikes | Anti-theft design for hydraulic disc brake effectively protects the safety of hydraulic disc brake | Completed check before acceptance | Improve the anti-theft performance of mountain bikes | Improving the anti-theft performance of mountain bikes to improve customer experience and create more revenue for the company. |
| Research and development on jewelry inlay and | The gems need to be pressed after inlaying to improve the strength | Under check before acceptance | Replacement of manual pressing in the jewelry pressing and inlaying | Improve the efficiency of jewelry inlaying, save the production |
| pressing technology | of inlaying and the adhesion degree of glue, which requires manual pressing. This process increases the labor intensity of workers and affects the overall processing efficiency due to the instability of workers' force | process can closely fit the jewelry and bracket | cost of jewelry, improve the company's profit |
Personnel of R&D
| 2022 | 2021 | Change ratio(+,-) | |
| Number of R&D (people) | 14 | 19 | -26.32% |
| Ratio of number of R&D | 22.22% | 31.15% | -8.93% |
| Educational background | |||
| Undergraduate | 7 | 6 | 66.67% |
| Master | 0 | 0 | 0% |
| Below bachelor’s degree | 7 | 13 | -46.15%% |
| Age composition | |||
| Under 30 | 2 | 2 | - |
| 30~40 | 4 | 1 | 400.00% |
| Over 40 | 8 | 16 | -50% |
Investment of R&D
| 2022 | 2021 | Change ratio(+,-) | |
| R&D investment (RMB) | 924,576.70 | 2,037,197.58 | -54.62% |
| R&D investment/Operation revenue | 0.21% | 1.23% | -1.02% |
| Capitalization of R&D investment (RMB) | 0.00 | 0.00 | 0.00% |
| Capitalization of R&D investment/R&D investment | 0.00% | 0.00% | 0.00% |
Reasons and effects of significant changes in composition of the R&D personnel
□Applicable ?Not applicable
The reason of great changes in the proportion of total R&D investment accounted for operation revenue than last year
□Applicable ?Not applicable
Reason for the great change in R&D investment capitalization rate and rational description
□Applicable ?Not applicable
5. Cash flow
Unit: RMB/CNY
| Item | 2022 | 2021 | Y-o-y changes (+,-) |
| Subtotal of cash in-flow arising from operation activity | 290,169,218.26 | 208,259,853.20 | 39.33% |
| Subtotal of cash out-flow arising from operation activity | 551,588,284.29 | 192,585,920.33 | 186.41% |
| Net cash flow arising from operating activities | -261,419,066.03 | 15,673,932.87 | -1,767.86% |
| Subtotal of cash in-flow arising from investment activity | 50,000.00 | 100.00% | |
| Subtotal of cash out-flow arising from investment activity | 40,164.10 | 18,890.56 | 112.61% |
| Net cash flow arising from investment activities | 9,835.90 | -18,890.56 | -152.07% |
| Subtotal of cash in-flow arising from financing activity | 299,292,780.18 | ||
| Subtotal of cash out-flow arising from financing activity | 20,207,638.62 | 2,296,062.44 | 780.10% |
| Net cash flow arising from financing activities | 279,085,141.56 | -2,296,062.44 | -12,254.95% |
| Net increased amount of cash and cash equivalent | 17,675,911.43 | 13,358,979.87 | 32.31% |
Main reasons for y-o-y major changes in aspect of relevant data?Applicable □Not applicableMainly due to the funding of private placement in the Period, business expansion and return of sales.
Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company?Applicable □Not applicableMainly due to the business expansion during the Period.V. Analysis of the non-main business
□Applicable ?Not applicable
VI. Analysis of assets and liability
1. Major changes of assets composition
Unit: RMB/CNY
| Year-end of 2022 | Year-begin of 2022 | Ratio changes(+,-) | Note of major changes | |||
| Amount | Ratio in total assets | Amount | Ratio in total assets | |||
| Monetary fund | 54,699,491.18 | 13.77% | 33,246,957.92 | 34.15% | -20.38% | Mainly due to the jewelry & gold business that with the replenishment of working capital from non-public offering in the Period |
| Account receivable | 250,069,301.93 | 62.95% | 46,850,083.59 | 48.12% | 14.83% | Mainly due to the jewelry & gold business that with the replenishment of working capital from non-public offering in the Period |
| Inventory | 48,206,866.81 | 12.14% | 8,248,573.77 | 8.47% | 3.67% | |
| Fix assets | 2,304,402.38 | 0.58% | 3,439,212.00 | 3.53% | -2.95% | |
| Right-of-use assets | 173,936.71 | 0.04% | 1,505,258.90 | 1.55% | -1.51% | |
| Contractual liability | 791,762.84 | 0.20% | 124,328.07 | 0.13% | 0.07% | |
| Lease liability | 228,302.37 | 0.23% | -0.23% |
Foreign assets account for a relatively high proportion
□Applicable ?Not applicable
2. Assets and liability measured by fair value
□Applicable ?Not applicable
3. The assets rights restricted till end of the period
1.Among the closing monetary funds, there has 3,776,621.83 yuan bank deposits were judicially frozen due to case litigation.
2. At the end of the current period, the total fixed output value included six suites of house properties at Lianxin JiaYuan, LuohuDistrict, Shenzhen purchased in 2016, with original value of 2,959,824.00 Yuan, which were affordable housing purchased from theHousing and Construction Bureau of Luohu District to provide to enterprise talents for living. The contract stipulated that thepurchasing enterprise is not allowed to conduct any form of property rights transaction with any units or individual other than thegovernment.
VII. Investment analysis
1. Overall situation
□Applicable ?Not applicable
2. The major equity investment obtained in the reporting period
□Applicable ?Not applicable
3. The major non-equity investment doing in the reporting period
□Applicable ?Not applicable
4. Financial assets investment
(1) Securities investment
□Applicable ?Not applicable
The company had no securities investment in the Period.
(2) Derivative investment
□Applicable ?Not applicable
The Company had no derivatives investment in the Period
5. Application of raised proceeds
?Applicable □Not applicable
(1) General application of raised proceeds
?Applicable □Not applicable
Unit: 10,000 Yuan
| Raising year | Way | Total raised capitals | Total raised capital used in Period | Total accumulative raised capitals used | Total raised capital has purpose of uses changed in Period | Cumulative raised capitals has purpose of uses changed in total | Ratio of cumulative raised capitals has purpose of uses changed | Total accumulative raised capitals unused | Usage of the retained raised capitals and what is expected to invested with those capitals | Raised capitals idle for more than two years |
| 2022 | Non-public offering of RMB ordinary shares (A | 28,882.72 | 28,424.35 | 28,424.35 | 0 | 0 | 0.00% | 463.57 | Deposited in special account for fund | 0 |
| stock) | raising | |||||||||
| Total | -- | 28,882.72 | 28,424.35 | 28,424.35 | 0 | 0 | 0.00% | 463.57 | -- | 0 |
| Explanation | ||||||||||
| 1.According to the Official Reply on Approval of Non-Public Offering of Shares of Shenzhen China Bicycle Company(Holdings) Limited (ZJXK [2021] No.3552) approved by China Securities Regulatory Commission, agreed that the Company shall issue 137,836,986 RMB ordinary shares (A shares) to a specific object, Wansheng Industrial, through a private offering at 2.13 yuan a share, with total raised funds of 293,592,780.18 yuan. After deducting the expenses of 4,765,621.08 yuan (excluding tax) related to the issuance, the actual net funds raised amounted to 288,827,159.10 yuan. Baker Tilly China Certified Public Accountants (LLP) has conducted an examination on the fund allocation of the company's non-public offering on October 21, 2022, and issued the Capital Verification Report on the Fund Allocation of Non-Public Offering of A Shares of Shenzhen China Bicycle Company (Holdings) Limited TZYZ[2022] No.42018. As of December 31, 2022, the company had raised funds of 284,243,500 yuan to supplement the working capital, and the unused raised funds deposited in the special fund-raising account was 4,635,700 yuan(including interest income). The use of the raised funds is detailed in the following table - Conditions of Fund-Raising Projects. 2. During the reporting period, the company neither changed the fund-raising investment projects, nor changed the location and method of implementing the fund-raising investment projects. 3. During the reporting period, the company deposited, used and managed the raised funds in strict accordance with the Three-party Supervision Agreement on the Deposit of Special Accounts for Raised Funds and performed relevant obligations in accordance with relevant laws and regulations, and timely, truly, accurately and completely disclosed information related to the use of raised funds. There is no violation of the Management System for Raised Funds and relevant laws and regulations. | ||||||||||
(2) Committed projects of the raised proceed
?Applicable □Not applicable
Unit: 10,000 Yuan
| Committed investment projects and over-raised fund investment | Change the project (Y/N) (including partially changed) | Total raised-fund commitment | Investment after adjustment (1) | Invested in the period | Cumulative investment amount till end of Period-end (2) | Investment progress till end of period-end (3)＝(2)/(1) | Date of reach a predetermined state of use | Benefit achieved in the Period | Achieved expected benefits (Y/N) | Major changes of project feasibility (Y/N) |
| Committed investment project | ||||||||||
| Supplemental working capital | N | 28,882.72 | 28,882.72 | 28,424.35 | 28,424.35 | 98.41% | 0 | Not applicable | N | |
| Subtotal of committed investme | -- | 28,882.72 | 28,882.72 | 28,424.35 | 28,424.35 | -- | -- | 0 | -- | -- |
| nt project | ||||||||||
| Investment of the over-raised fund | ||||||||||
| Not applicable | ||||||||||
| Payment of bank loans (if applicable) | -- | 0 | 0 | 0 | 0 | 0.00% | -- | -- | -- | -- |
| Supplementary the working capital (if applicable) | -- | 0 | 0 | 0 | 0 | 0.00% | -- | -- | -- | -- |
| Subtotal of over-raised fund investment | -- | 0 | 0 | 0 | 0 | -- | -- | 0 | -- | -- |
| Total | -- | 28,882.72 | 28,882.72 | 28,424.35 | 28,424.35 | -- | -- | 0 | -- | -- |
| Conditions and reasons of failure to meet schedule or predicted income (by specific projects) (including the reasons for selecting “Not applicable ” for “Achieved expected benefits (Y/N)”) | Not applicable | |||||||||
| Descripti | Not applicable | |||||||||
| on of major changes in project feasibility | |
| Amount, use of purpose and usage progress of the excessive raised fund | Not applicable |
| Change of the implementation location of project with investment of raised fund | Not applicable |
| Adjustment of the implementation ways of project with investment of raised fund | Not applicable |
| Early investment and replacement with the raised fund | Not applicable |
| Temporary replacem | Not applicable |
| ent of the working capital with idle raised funds | |
| Amount and reasons of cash surplus in raised funds during implementing the project | Not applicable |
| Use purpose and destination of the raised funds un-used | As of 31 December 2022, balance of previous proceeds was 4,635,700 yuan, all of which are demand deposit. The unused funds are deposited in the special account for fully supplementing the working capital. |
| Problems or other circumstances in the use of raised funds and its disclosure | Not applicable |
Change of fund raised projects
□Applicable ?Not applicable
The Company had no change of fund raised projects in the Period
VIII. Sales of major assets and equity
1. Sales of major assets
□Applicable ?Not applicable
The Company had no major assets sold in the Period.
2. Sales of major equity
□Applicable ?Not applicable
IX. Analysis of main holding company and stock-jointly companies?Applicable □Not applicableParticular about main subsidiaries and stock-jointly companies net profit over 10%
Unit: RMB/CNY
| Company name | Type | Main business | Register capital | Total assets | Net assets | Operation revenue | Operation profit | Net profit |
| Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd | Subsidiary | Supply chain business of jewelry and gold | 200,000,000 | 43,904,659.26 | 39,255,440.47 | 456,655,370.37 | 2,711,497.40 | 2,539,293.18 |
| Shenzhen Emmelle Industrial Co., Ltd. | Subsidiary | Distribution of bicycles and spare parts | 5,000,000 | 11,104,098.26 | -423,219.19 | 11,615,189.72 | -4,092,575.69 | -4,098,820.35 |
Particular about subsidiaries obtained or disposed in report period
□Applicable ?Not applicable
Notes of holding and shareholding companies
1.The Company holds 65 percent equity of the Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd, the balance of minorityequity at period-end amounting to 14,181,927.65 Yuan.X. Structured vehicle controlled by the Company
□Applicable ?Not applicable
XI. Future Development Prospects
From October to November 2022, the company successfully made a non-public offering of 138 million shares, raising funds of 294million yuan, all of which is to be used to supplement the working capital after deducting issuance expenses. Share capital of theCompany increased to 689 million yuan and completed the general election of Board. Wansheng Industrial Holdings (Shenzhen) Co.,Ltd comes to the controlling shareholder of the Company and Mr. Wang Shenghong is the actual controller of the Company
The fund raised this time should be mainly used to supplement the working capital for the development of jewelry and gold business.Through internal development, jewelry and gold business has gradually become the core business of the company. After the raisedfund was fully funded in the fourth quarter of 2022, the company further planned to expand the jewelry and gold business, andfurther planned to develop the bicycle, electric bicycle and new energy lithium battery material business.
ii. Operation plan for the new year:
On the basis of business work over the past few years, the business plan of the Company for 2023 is:
1. Continue to actively cooperate with shareholders and the board of directors to promote the reorganization of the company
2. Enhancing corporate governance, standardize operations, further reform and improve the internal operation management system,assessment mechanism, strengthen the construction of management teams, business teams and technical teams. Perfected thedevelopment plan of the Company.
3. In terms of gold and jewelry business, further establish supplier systems and expand customer resources, the business cooperationbetween the well-known brands and listed company in particular, expanding international business, improve internal businessprocesses and internal control system construction, promote the construction of a supply chain system platform to improveoperational quality and efficiency, and strive to achieve greater growth in operating income.
4. In terms of bicycle business, the company negotiated and promoted the business cooperation on EMMELLE with big dealers inorder to maintain the brand and expand the national market as the goal. In terms of electric bicycles, the company organized sourcecontrol, quality coordination, transportation and improvement of after-sales service order by order in Shandong, Henan, Hebei,Jiangsu and other key and mature regions to ensure the stability and improvement of order and business. For other regions, thecompany strengthened communication and cooperation with ODM factories, utilized their existing sales network for distribution andcooperation, and promoted the growth of order and business.
5.The company has been tracking the new energy and lithium electric new materials fields for many years. Benefiting from policypromotion, technological progress and popularization of supporting facilities, and under the guidance of the goal of carbon peakingand carbon neutrality, the global new energy industry has developed rapidly and the market has a sustainable growth. In 2023, thecompany will further explore and make overall arrangements in the fields of new energy and new materials to seek newbreakthroughs.
6. The company continued to complete the rights and interests maintenance of the Guangshui Jiaxu lawsuit and the lawsuitconcerning the termination of the cooperation contract of the Urban Renewal and Reconstruction Project for the Second Phase ofZhonghua Garden, and continued to cooperate with the manager to carry out assets escrow business and deal with relevant litigation,so as to ensure the safety of assets and safeguard the rights and interests of relevant parties.
7. Strengthen the background management and office automation, and improve the support degree of background departments tofront desk business.
iii. Risks for the Company:
(1) Price fluctuation risk of major raw materials
The main raw materials of the company are gold, diamonds, etc. In recent years, affected by changes in the international anddomestic economic situation, the listed price of gold at the gold exchange fluctuates greatly. The market price of platinum is
generally positively correlated with the market price of gold. In the long run, the market price of diamond is in a moderate risingtrend. The selling price of the company's gold products calculated by gram is linked with the listed price of gold and platinum at thegold exchange. If the market prices of gold, platinum, diamonds and other raw materials fall significantly during the inventoryturnover period of the company, on the one hand, the company has the risk of gross profit margin decline due to the decline inproduct selling price; on the other hand, the company will also face the risk of decline in operating performance due to the provisionfor inventory write down. At the same time, the rise in selling price caused by the sharp rise in the market price of raw materials suchas gold and diamonds may lead to the decrease of consumers' willingness and the decline of sales volume, thus adversely affectingthe business performance.
(2) The risk of intensifying market competition
In recent years, the jewelry market in China has been developing continuously, and the consumption demand of jewelry has beendeveloping in the direction of individuation and diversification. At present, China's jewelry industry has presented diversifiedcompetitions. Excellent enterprises in the industry have formed competitive advantages in a certain segment by deeply exploring theconsumption preferences of specific groups. The market competition has gradually changed from price competition to comprehensivecompetition among brand, business model, marketing channel, product design and quality, the competition tends to be fierce. In thefuture development, if the company cannot continue to give full play to its advantages, there will be a risk of profitability decline dueto intensified competition in the industry.
(3) Risk of market demand decline
As an optional consumption, jewelry is especially sensitive to market demand, economic outlook and consumer preference. Chinahas become one of the countries with the most obvious growth in the jewelry and jade jewelry industry in the world. If the economicgrowth rate declines in the future, the growth of market consumption demand may slow down accordingly, which will adverselyaffect the company's business condition.
XII. Reception of research, communication and interview during the reporting period
?Applicable □Not applicable
| Time | Reception location | Way | Reception type | Object | Main content and information provided | Basic situation index of investigation |
| Jan.-Mar. 2022 | The Company | Telephone communication | Individual | Individual investor | Consulting company restructuring problem | N/A |
| April- June 2022 | The Company | Telephone communication | Individual | Individual investor | Inquiry progress of the private placement | N/A |
| July - September 2022 | The Company | Telephone communication | Individual | Individual investor | Inquiry litigation of the Company | N/A |
| October - December 2022 | The Company | Telephone communication | Individual | Individual investor | Consulting the general election of the Company | N/A |
| 2022-05-19 | The on-line platform of “Value On-Line” (www.ir-online.cn) | Other | Other | The investors participated in the online performance briefing for year of 2021 through the internet | Operation of the Company and progress of the private placement | Found more in “Investors Relations Activities Sheet”(No.: 2022-001) released on |
| Juchao Website (www.cninfo.com.cn) dated 19 May 2022 | ||||||
| 2022-11-09 | The “Interactive Platform for Investor Relations” on (https://ir.p5w.net) | Other | Other | The investors participated in group reception day for investors of the listed companies in Shenzhen for year of 2022 through (https://ir.p5w.net) | The general election of the Board and reorganization of the Company | Found more in “Investors Relations Activities Sheet”(No.: 2022-002) released on Juchao Website (www.cninfo.com.cn) dated 9 November 2022 |
Section IV Corporate Governance
I. Corporate governance of the CompanyDuring the reporting period, the company strictly complied with the Company Law, the Securities Law, the Governance Code forListed Companies, the Rules for Listing Stocks of Shenzhen Stock Exchange, the Guidelines for the Self-Regulation of ListedCompanies of Shenzhen Stock Exchange No. 1 -- Standardized Operation of Listed Companies on the Main Board, and otherrelevant laws and regulations, constantly improved the corporate governance structure, improved the enterprise management andinternal control system, deeply and meticulously carried out corporate governance activities, and constantly improved the corporategovernance level. The general meeting of shareholders, the board meeting and the meeting of supervisors of the company were heldin strict accordance with relevant rules and regulations, and the directors and supervisors can diligently perform their duties. Duringthe reporting period, the actual situation of corporate governance met the requirements of the regulatory documents on corporategovernance issued by China Securities Regulatory Commission and Shenzhen Stock Exchange.
1. Shareholders and general meeting of shareholders
The company convened and held the general meeting of shareholders in strict accordance with the Company Law, the Securities Lawand other laws and regulations, and the stipulations of the Articles of Association and the Rules of Procedure of the General Meetingof shareholders, sent out meeting notice at the prescribed time before the general meeting of shareholders, and employed lawyers towitness the meeting and give legal opinions on the convening and holding of the meeting and the validity of the resolution, ensuredthat all shareholders, especially minority shareholders, enjoy equal status and fully exercise their rights. During the reporting period,the company held three general meetings of shareholders and considered 11 proposals.
2. Controlling shareholders and the listed company
The company's controlling shareholders exercised their rights and undertook corresponding obligations in accordance with the law,there was no direct or indirect interference in the company's decision-making and business activities beyond the company's generalmeeting of shareholders. The company had an independent and complete operating system and independent operating ability, andwas independent and separated from the controlling shareholders, actual controllers and other enterprises controlled by them in termsof business, personnel, assets, institutions and finance. The company's board of directors, board of supervisors and other internalorgans operated independently, and major decisions were made by the general meeting of shareholders and the board of directors inaccordance with the law.
3. Directors and the board of directors
The board of directors of the company has 9 members, including 3 independent directors. The number and composition of the boardof directors meet the relevant laws and regulations and the requirements of the Articles of Association. During the reporting period,all directors of the company performed their duties diligently and responsibly in strict accordance with relevant laws and regulations,the Articles of Association, Rules of Procedure of the Board of Directors and other relevant provisions, attended the board meetingsand the general meeting of shareholders on time, carefully deliberated various proposals, and ensured the standard, efficient operationand prudent and scientific decision-making of the board of directors. In order to further improve the corporate governance structure,the board of directors of the company has set up four special committees, namely strategy, audit, nomination, compensation andassessment, to provide scientific and professional opinions for the decision-making of the board of directors. During the reportingperiod, the board of directors held 9 meetings and deliberated 26 proposals.
4. Supervisors and the board of supervisors
The company's board of supervisors has 3 members, including 1 employee representative supervisor. The number and composition ofthe board of supervisors meet the relevant laws and regulations and the requirements of the Articles of Association. During thereporting period, the board of supervisors of the Company convened meetings in strict accordance with the Articles of Association,the Rules of Procedure of the Board of Supervisors and other relevant provisions. All supervisors attended meetings on time,earnestly performed their duties, independently and effectively exercised the right to supervise and examine the financial affairs ofthe company and the legal compliance of the duties performed by directors and senior managers in a responsible attitude towards allshareholders, supervised and expressed their opinions on major matters, related transactions and financial conditions of the company,and effectively safeguarded the legitimate rights and interests of the company and shareholders. During the reporting period, theboard of supervisors held 6 meetings and deliberated 11 proposals.
5. Performance appraisal and incentive and constraint mechanism
The company has gradually established and improved the fair and transparent performance appraisal standards and incentive andrestraint mechanisms for directors, supervisors and senior managers, and the appointment of senior managers of the company is openand transparent, and in line with the provisions of laws and regulations.
6. Stakeholders
The company fully respected the legitimate rights and interests of stakeholders, treated suppliers and customers in good faith,carefully cultivated every employee, strengthened the communication and exchange among all parties, jointly promoted thesustainable and healthy development of the company, and achieved the coordination and balance of the interests of shareholders,employees and the society while maximizing the profits of the company.
7. Information disclosure and transparency
The company attached great importance to information disclosure and investor relationship management, strictly implemented theInformation Disclosure Management System, and designated Securities Times and http://www.cninfo.com.cn as the company's legalinformation disclosure media and website, fairly treated all investors, and truly, accurately, completely and timely made informationdisclosure, improved the transparency of the company, and protected the legitimate rights and interests of all shareholders.
8. Investor relations
The Company lays great stress on maintaining the good communication with investors. During the reporting period, by means of theperformance communication meeting and various means such as online group reception days for listed companies, the Companyintroduce the development strategy and business development to the investors; the Company actively uses the investor relationsinteractive platform as an important channel of communication with investors, especially small and medium-sized investors, andanswers investor’s questions on the platform in a timely and serious manner.
Is there any difference between the actual condition of corporate governance and relevant regulations about corporate governance forlisted company from CSRC?
□Yes ?No
There are no differences between the actual condition of corporate governance and relevant regulations about corporategovernance for listed company from CSRC.
II. Independence of the Company relative to controlling shareholder and the actualcontroller in ensuring the Company’s assets, personnel, finance, organization and businessesThe company has an independent supply and marketing system, and is independent and separated from the controlling shareholders,actual controllers and other enterprises controlled by them in terms of business, personnel, assets, institutions and finance, and hasthe independent and complete business system and the ability to operate independently in the market.
1.Independent business
The company has an independent supply and marketing system, and has the ability to operate independently and directly to themarket. There is no other situation that needs to rely on the controlling shareholders for production and operation activities. There isno horizontal competition between the company and the controlling shareholders, and the controlling shareholders do not directly orindirectly interfere in the operation of the company.
2. Independent personnel
The company is independent of the controlling shareholders in labor, personnel and salary management. The general manager,deputy general manager, chief financial officer, secretary of the board and other senior executives of the company neither hold otherpositions except directors and supervisors in the controlling shareholders, actual controllers and other enterprises controlled by them,nor receive salary from the controlling shareholders, actual controllers and other enterprises controlled by them; The company'sdirectors, supervisors, general manager and other senior executives are selected through legal procedures, and there is no controllingshareholder, any other unit, department or person violating the relevant provisions of the Articles of Association to interfere in theappointment and removal of the company's personnel.
3. Independent assets
The company has a complete supply, production and marketing system and supporting facilities required for production andoperation, and legally owns land use rights, housing property rights, ownership of trademark and other assets related to productionand operation, and does not rely on the assets of controlling shareholders for production and operation. The company has registered,established accounts, checked and calculated and managed all assets, and the property rights of all assets are clearly defined and theownership is clear.
4. Independent institutions
The company has set up necessary functional departments in line with its own characteristics, and each department operatesaccording to the company's management system and under the leadership of the company management. There is no confusion withthe controlling shareholders, the actual controllers and other enterprises controlled by them, and there is no subordinate relationshipwith the controlling shareholders.
5. Independent finance
The company has set up an independent finance department, allocated full-time financial personnel, and established a completeaccounting system, which enable it to make financial decisions independently, possess normative financial and accounting systemand financial management system for subsidiaries. The company has independent bank accounts and pays taxes independently inaccordance with the law. There is no situation of sharing bank accounts or tax payments with the controlling shareholders.
III. Horizontal competition
□Applicable ?Not applicable
IV. In the reporting period, the Company held annual shareholders’ general meeting andextraordinary shareholders’ general meeting
1. Annual Shareholders’ General Meeting in the reporting period
| Session of meeting | Type | Ratio of investor participation | Date | Date of disclosure | Resolutions |
| Annual General Meeting of 2021 | AGM | 11.60% | 29 June 2022 | 30 June 2022 | Refer to the Juchao Website (www.cninfo.com.cn): Resolution of Annual General Meeting 2021 (No.: 2022017) |
| First Extraordinary shareholders general meeting 2022 | Extraordinary shareholders general meeting | 11.68% | 17 October 2022 | 18 October 2022 | Refer to the Juchao Website (www.cninfo.com.cn): Resolution of First Extraordinary shareholders general meeting 2022 (No.: 202026) |
| Second Extraordinary shareholders general meeting 2022 | Extraordinary shareholders general meeting | 29.54% | 28 November 2022 | 29 November 2022 | Refer to the Juchao Website (www.cninfo.com.cn): Resolution of Second Extraordinary shareholders general meeting 2022 (No.: 2022041) |
2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore
□Applicable ?Not applicable
V. Directors, supervisors and senior executives
1. Basic information
| Name | Title | Working status | Sex | Age | Start dated of office term | End date of office term | Shares held at period-begin (Share) | Amount of shares increased in this period (Share) | Amount of shares decreased in this period (Share) | Other changes (share) | Shares held at period-end (Share) | Reasons for increase or decrease of shares |
| Wang Shenghong | Chairman | Currently in office | Male | 41 | 2022-11-28 | 2025-11-27 | 0 | 0 | 0 | 0 | 0 | Not applicable |
| Li Hai | Director | Curre | Mal | 54 | 2010- | 2025- | 0 | 0 | 0 | 0 | 0 | Not |
| ntly in office | e | 08-26 | 11-27 | applicable | ||||||||
| President | Currently in office | Male | 54 | 2013-09-26 | 2025-11-27 | 0 | 0 | 0 | 0 | 0 | Not applicable | |
| Sun Longlong | Director | Currently in office | Male | 50 | 2017-06-29 | 2025-11-27 | 0 | 0 | 0 | 0 | 0 | Not applicable |
| Secretary of the Board | Currently in office | Male | 50 | 2012-05-17 | 2025-11-27 | 0 | 0 | 0 | 0 | 0 | Not applicable | |
| CFO | Currently in office | Male | 50 | 2017-05-22 | 2025-11-27 | 0 | 0 | 0 | 0 | 0 | Not applicable | |
| Yao Zhengwang | Director | Currently in office | Male | 48 | 2010-08-26 | 2025-11-27 | 0 | 0 | 0 | 0 | 0 | Not applicable |
| Yuan Kang | Director | Currently in office | Male | 44 | 2022-11-28 | 2025-11-27 | 0 | 0 | 0 | 0 | 0 | Not applicable |
| Wang Guoxiang | Director | Currently in office | Male | 69 | 2022-11-28 | 2025-11-27 | 0 | 0 | 0 | 0 | 0 | Not applicable |
| Guo Qiuquan | Independent director | Currently in office | Male | 40 | 2022-11-28 | 2025-11-27 | 0 | 0 | 0 | 0 | 0 | Not applicable |
| Zhan Qiyong | Independent director | Currently in office | Male | 41 | 2022-11-28 | 2025-11-27 | 0 | 0 | 0 | 0 | 0 | Not applicable |
| Yuan Qinghui | Independent director | Currently in office | Male | 44 | 2022-11-28 | 2025-11-27 | 0 | 0 | 0 | 0 | 0 | Not applicable |
| Guo Yong | The convener of the board of supervisors | Currently in office | Male | 48 | 2022-11-28 | 2025-11-27 | 0 | 0 | 0 | 0 | 0 | Not applicable |
| Li Niansheng | Supervisor | Currently in office | Male | 39 | 2022-11-28 | 2025-11-27 | 0 | 0 | 0 | 0 | 0 | Not applicable |
| Yi Wenzhi | Staff Supervisor | Currently in office | Male | 53 | 2022-11-28 | 2025-11-27 | 0 | 0 | 0 | 0 | 0 | Not applicable |
| Yang Fenbo | Director | Outgoing | Male | 66 | 2006-06-30 | 2022-11-28 | 0 | 0 | 0 | 0 | 0 | Not applicable |
| Cao Fang | Director | Outgoing | Male | 49 | 2010-08-26 | 2022-11-28 | 0 | 0 | 0 | 0 | 0 | Not applicable |
| Zhong Hua | Director | Outgoing | Male | 59 | 2017-06-29 | 2022-11-28 | 0 | 0 | 0 | 0 | 0 | Not applicable |
| Yang Lang | Independent director | Outgoing | Female | 54 | 2017-06-29 | 2022-11-28 | 0 | 0 | 0 | 0 | 0 | Not applicable |
| Song | Indepen | Outgo | Mal | 60 | 2017- | 2022- | 0 | 0 | 0 | 0 | 0 | Not |
| Xishun | dent director | ing | e | 06-29 | 11-28 | applicable | ||||||
| Zhang Zhigao | Independent director | Outgoing | Male | 58 | 2017-06-29 | 2022-11-28 | 0 | 0 | 0 | 0 | 0 | Not applicable |
| Li Xiang | The convener of the board of supervisors | Outgoing | Male | 49 | 2014-06-27 | 2022-11-28 | 0 | 0 | 0 | 0 | 0 | Not applicable |
| Li Jialin | Staff Supervisor | Outgoing | Male | 62 | 2014-05-22 | 2022-11-28 | 0 | 0 | 0 | 0 | 0 | Not applicable |
| Zheng Zhonghuan | Supervisor | Outgoing | Male | 61 | 2011-06-27 | 2022-11-28 | 5,276 | 0 | 0 | 0 | 5,276 | Not applicable |
| Total | -- | -- | -- | -- | -- | -- | 5,276 | 0 | 0 | 0 | 5,276 | -- |
During the reporting period, whether there was any departure of directors and supervisors and dismissal of Senior executives?Yes □NoDuring the reporting period, the general election of the BOD and Supervisory has completed on 28 November 2022, relevantinformation found more in the “Change of the Director, Supervisor and Senior Executives” in this SectionChanges of directors, supervisors and senior executives?Applicable □Not applicable
| Name | Position | Type | Date | Cause |
| Wang Shenghong | Chairman | Election | 2022-11-28 | General election of BOD |
| Yuan Kang | Director | Election | 2022-11-28 | General election of BOD |
| Wang Guoxiang | Director | Election | 2022-11-28 | General election of BOD |
| Guo Qiuquan | Independent director | Election | 2022-11-28 | General election of BOD |
| Zhan Qiyong | Independent director | Election | 2022-11-28 | General election of BOD |
| Yuan Qinghui | Independent director | Election | 2022-11-28 | General election of BOD |
| Guo Yong | The convener of the BOS | Election | 2022-11-28 | General election of BOS |
| Li Niansheng | Supervisor | Election | 2022-11-28 | General election of BOS |
| Yi Wenzhi | Staff Supervisor | Election | 2022-11-28 | General election of BOS |
| Li Hai | President | Engagement | 2022-11-28 | Re-engagement |
| Sun Longlong | Secretary of the Board | Engagement | 2022-11-28 | Re-engagement |
| Sun Longlong | CFO | Engagement | 2022-11-28 | Re-engagement |
| Li Hai | Chairman | Outgoing for the office term expired | 2022-11-28 | Outgoing for the office term expired |
| Yang Fenbo | Director | Outgoing for the office term expired | 2022-11-28 | Outgoing for the office term expired |
| Cao Fang | Director | Outgoing for the office term expired | 2022-11-28 | Outgoing for the office term expired |
| Zhong Hua | Director | Outgoing for the office term expired | 2022-11-28 | Outgoing for the office term expired |
| Yang Lang | Independent director | Outgoing for the office term expired | 2022-11-28 | Outgoing for the office term expired |
| Song Xishun | Independent director | Outgoing for the office term expired | 2022-11-28 | Outgoing for the office term expired |
| Zhang Zhigao | Independent director | Outgoing for the office term expired | 2022-11-28 | Outgoing for the office term expired |
| Li Xiang | The convener of the BOS | Outgoing for the office term expired | 2022-11-28 | Outgoing for the office term expired |
| Zheng Zhonghuan | Supervisor | Outgoing for the office term expired | 2022-11-28 | Outgoing for the office term expired |
| Li Jialin | Staff Supervisor | Outgoing for the office term expired | 2022-11-28 | Outgoing for the office term expired |
2. Post-holding
Professional background, major working experience and present main responsibilities in Company of directors, supervisors andsenior executive
Mr. Wang Shenghong, born in 1982, is a Chinese national without the right of permanent residence abroad. Mr. Wang Shenghong iscurrently an executive director and general manager of Wansheng Industrial Holdings (Shenzhen) Co., Ltd., an executive director andgeneral manager of Shenzhen Wansheng Kejiao Holding Co., Ltd., an executive director and general manager of Shenzhen HuaxiaJuanyong Cultural Tech. Co., Ltd., and the Chairman of the Company.
Mr. Li Hai, born in 1969, graduated from Economic department of Shenzhen University in major of accounting; Mr. Li took the turnsof deputy manager of finance department, assistant CFO, secretary of the Board and vice president, etc. of the Company, and now heserves as President of the Company.
Mr. Sun Longlong, born in 1973, graduated from Shanghai University of Finance and Economics in 1995 with a bachelor degree, abachelor of Economics. Mr. Sun successively worked as financial affairs in Shenzhen Qiongjiao Industry Co., Ltd. and ShenzhenSolar Pipe Co., Ltd.; he worked in the Company since May 1999, and successively served as Deputy Manager of financialdepartment, Manager, manager of comprehensive management department, manager of enterprise management department, now heserves as Director, secretary of the Board and CFO of the Company.
Mr. Yao Zhengwang, born in 1975, received a Bachelor of Law degree. Mr. Yao Zhengwang is currently a director of ShenzhenChina Bicycle Company (Holdings) Limited, the general manager of Jilin Fude Investment Holding Co., Ltd., a director of JiaxingZhishifang Food Technology Co., Ltd., a supervisor of Le Shan City Commercial Bank Co., Ltd., and a Director of the Company.
Mr. Yuan Kang, born in 1979, graduated from Seneca College in Toronto, Canada, served as a supervisor of Fujian Fenghe GroupCo., Ltd., and now serves as a director of the Company.
Mr. Wang Guoxiang, born in 1954, is a Chinese national without the right of permanent residence abroad. He is currently asupervisor of Wansheng Industrial Holdings (Shenzhen) Co., Ltd., a supervisor of Shenzhen Wansheng Kejiao Holdings Co., Ltd., asupervisor of Shenzhen Huaxia Juanyong Cultural Tech. Co., Ltd., and a director of the Company.
Mr. Guo Qiuquan, born in 1983, is a member of the Communist Party of China and a Chinese national, a PhD of BiomedicalEngineering, the University of Western Ontario, Canada, a bachelor of Engineering Mechanics and a master of Physical Electronicsfrom Beijing Institute of Technology, and he belongs to Class-C in the peacock plan of recruiting high-level overseas talents ofShenzhen. In 2016, he was sponsored by the Ministry of Human Resources and Social Security for overseas students. So far, he haspublished more than 70 papers in international advanced journals, and has 12 authorized invention patents and 12 authorized utilitymodel patents. Some of his patented technologies won the technology transformation award of WorlDiscovery of the University ofWestern Ontario. Mr. Guo Qiuquan is currently an associate researcher of the Institute for Advanced Study of University ofElectronic Science and Technology of China (Shenzhen), general manager of Jiangsu Xinchengrui Material Technology Co., Ltd.,the president and general manager of Shenzhen Topmembranes Technology Co., Ltd., and an independent director of the Company.
Mr. Zhan Qiyong, born in 1982, is a member of the Communist Party of China and a Chinese national. He has a master's degree inaccounting from Jiangxi University of Finance and Economics. He is a certified public accountant and a certified tax agent. Mr. ZhanQiyong once served successively as an accountant of Finance Department of Shenzhen Wang Xin Linkage Technology Co., Ltd., anaccountant and an assistant manager of Finance Department of Shenzhen Gold Coin Co., Ltd.. Now he is the deputy manager ofFinance Department of Shenzhen Gold Coin Co., Ltd., and an independent director of the Company.
Mr. Yuan Qinghui, born in 1979, is a Chinese national, has a bachelor 's degree in law, and is a lawyer. He passed the China JudicialExamination in 2002 and began practicing law in 2003. Now he is the director of Fujian Luyuan Laws Firm and an independentdirector of the Company.
Mr. Guo Yong, born in 1975, graduated as a major in economy and trade from Henan Agricultural University in 1995. He is a masterof Arts and Crafts in Henan Province and a representative inheritor of national intangible cultural heritage (jun porcelain firingtechnique). Mr. Guo Yong successively served as the general manager of the First Branch of Henan Provincial Wood Corporation,the general manager of Yuzhou Longyu Tungsten & Molybdenum Material Co., Ltd., and the chairman of Huangshi WanjunInternational Art (Shenzhen) Co., Ltd. Currently, he is the chairman and general manager of Henan Wanjuntang Porcelain CultureDevelopment Co., Ltd., an executive director and general manager of Yuzhou Wanjuntang Culture Development Co., Ltd., anexecutive director and general manager of Zhengzhou Baoshang Jewelry Co., Ltd., director of Intangible Cultural HeritageCommittee of Chinese Traditional Culture Promotion Association, and convener of the Board of Supervisors of the Company.
Mr. Li Niansheng, born in 1984, Chinese nationality, has a bachelor degree in biological engineering from Tianjin University ofScience and Technology. He successively served as the investment director and general manager of Shenzhen Runjing AssetManagement Co., Ltd.. Currently, he is the general manager of Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd., and asupervisor of the Company.
Mr. Yi Wenzhi, born in 1970, has a college degree. He joined the Company in 1992 and successively served as a member of the lifemanagement committee of Longhua Plant #2, an equipment manager of painting workshop, a production dispatcher of paintingworkshop, the chairman of the labor union of painting workshop, and a member of Youth League Committee of Longhua Plant #2.He is currently the deputy director of the company's general affairs office, the chairman of the company's labor union, a member ofthe company's party committee and the secretary of the second branch, a member of the trade union committee of Shenzhen YuanlingStreet, and an employee representative supervisor of the Company.
Post-holding in shareholder’s unit
?Applicable □Not applicable
| Name | Name of shareholder’s unit | Position in shareholder’s unit n | Start dated of office term | End date of office term | Received remuneration from shareholder’s unit (Y/N) |
| Wang Shenghong | Wansheng Industrial Holdings (Shenzhen) Co., Ltd. | Executive Director and GM | 2017-06-13 | - | N |
| Wang Guoxiang | Wansheng Industrial Holdings (Shenzhen) Co., Ltd. | Supervisor | 2018-08-13 | - | N |
| Explanation | N/A | ||||
Post-holding in other unit?Applicable □Not applicable
| Name | Name of other units | Position in other unit | Start dated of office term | End date of office term | Received remuneration from other unit (Y/N) |
| Wang Shenghong | Shenzhen Huaxia Junyong Cultural Tech. Co., Ltd. | Executive Director and GM | 2020-5-9 | - | N |
| Wang Shenghong | Shenzhen Wansheng Kejiao Holding Co., Ltd. | Executive Director and GM | 2019-6-6 | - | N |
| Wang Shenghong | Shenzhen Chanjuan Holding Development Co., Ltd. | Executive Director and GM | 2020-1-7 | - | N |
| Wang Shenghong | Shenzhen Chanjuan Industrial Co., Ltd. | Executive Director and GM | 2017-12-21 | - | N |
| Wang Shenghong | Shenzhen Chanjuan Jewelry Co., Ltd. | Director | 2022-8-22 | - | N |
| Li Hai | Shenzhen Huhui Alliance E-Commerce Co., Ltd. | Director | 2015-4-10 | - | Y |
| Sun Longlong | Huizhou Daya Bay Longzhen Trading Firm | Merchant in charge | 2021-11-10 | Y | |
| Yao Zhengwang | Jilin Fude Investment Holding Co., Ltd. | GM | 2014-11-21 | Y | |
| Yao Zhengwang | Jiaxing Zhishifang Food Tech. Co., Ltd. | Director | 2012-12-24 | Y | |
| Yao Zhengwang | Le Shan City Commercial Bank | Supervisor | 2019-06-21 | Y | |
| Yao Zhengwang | Zhengda Energy Development (China) Co., Ltd. | Supervisor | 2017-02-09 | Y |
| Yao Zhengwang | Shenzhen Guosheng Energy Investment Development Co., Ltd. | Supervisor | 2006-10-12 | Y | |
| Yao Zhengwang | Shenzhen Longpeng Investment Co., Ltd. | Supervisor | 2009-07-21 | Y | |
| Yao Zhengwang | Shenzhen Zhengrui Energy Tech. Co., Ltd. | Supervisor | 2016-02-25 | Y | |
| Yao Zhengwang | Shenzhen Longgang Henggang Zhengwang Store Co., Ltd. | Merchant in charge | 2000-02-17 | Y | |
| Yuan Kang | Fujian Chanjuan Jewelry Co., Ltd. | Executive Director and GM | 2020-12-22 | N | |
| Wang Guoxiang | Shenzhen Huaxia Junyong Cultural Tech. Co., Ltd. | Executive Director and GM | 2020-5-9 | - | N |
| Wang Guoxiang | Shenzhen Wansheng Kejiao Holding Co., Ltd. | Executive Director and GM | 2019-6-6 | - | N |
| Guo Qiuquan | Shenzhen Topmembranes Tech. Co., Ltd. | Chairman | 2015-08-25 | Y | |
| Guo Qiuquan | Jiangsu Xinchengrui Material Tech. Co., Ltd. | GM | 2019-10-24 | Y | |
| Guo Qiuquan | Nanjing Jusixing IntelligentTech. Co., Ltd. | GM | 2022-8-9 | Y | |
| Guo Qiuquan | Shensi Laifu (Shenzhen) Tech. Co., Ltd. | Supervisor | 2022-10-19 | Y | |
| Zhan Qiyong | Shenzhen Gold Coin Co., Ltd. | Deputy financial manager | May 2015 | Y | |
| Yuan Qinghui | Fujian Luyuan Laws Firm | Chief lawyer | September 2008 | Y | |
| Guo Yong | Henan Wanjuntang Porcelain Culture Development Co., Ltd. | Executive Director and GM | 2016-01-12 | Y | |
| Guo Yong | Yuzhou Wanjuntang Culture Development Co., Ltd. | Executive Director and GM | 2019-11-14 | Y | |
| Guo Yong | Zhengzhou Baoshang Jewelry Co., Ltd. | Executive Director and GM | 2015-07-23 | Y | |
| Guo Yong | Henan Jianhe Traditional Chinese Medicine | Supervisor | 2019-7-31 | Y |
| Hospital Co., Ltd. | |||||
| Guo Yong | Henan Jianhe Pharmacy Co., Ltd. | Supervisor | 2020-10-26 | Y | |
| Li Niansheng | Shenzhen Runjing Assets Management Co., Ltd. | GM | 2016-09-19 | Y | |
| Yi Wenzhi | Shenzhen Bochuangke Information Consulting Co., Ltd. | Supervisor | 2011-05-11 | Y | |
| Explanation | N/A | ||||
Punishment of securities regulatory authority in recent three years to the company’s current and outgoing directors, supervisorsand senior management during the reporting period
□Applicable ?Not applicable
3. Remuneration for directors, supervisors and senior executivesDecision-making procedures, recognition basis and payment for directors, supervisors and senior executives
| Decision procedure of remuneration of directors, supervisors, senior management | According to relevant rules of the Article of Association, the general meeting of shareholders decides remuneration of directors and supervisors. The Board of Directors decides senior management’s. |
| Confirmation basis of remuneration of directors, supervisors and senior management | The Company refers to the position rank and comprehensive industry level. And then general meeting of shareholders approves compensation standard and allowance of independent directors. According to the "Interim Measures to Annual Performance Assessment of Executives" and performance evaluation standards the Company issues annual performance salary. |
| Actual payment of remuneration of directors, supervisors and senior management | The Company strictly paid remuneration of directors, supervisors and senior management accordingly with decision procedure and confirmation basis. Total payment for remuneration of directors, supervisors and supervisors amounted to 1.3951 million yuan from January to December in 2022. |
Remuneration for directors, supervisors and senior executives in reporting period
Unit: 10,000 Yuan
| Name | Title | Sex | Age | Post-holding status | Total remuneration obtained from the Company (before taxes) | Whether remuneration obtained from related party of the Company |
| Li Hai | Director | Male | 54 | Currently in office | 62.07 | N |
| Sun Longlong | Director | Male | 50 | Currently in office | 23.9 | N |
| Li Niansheng | Supervisor | Male | 39 | Currently in office | 1.8 | N |
| Yi Wenzhi | Supervisor | Male | 53 | Currently in office | 1.01 | N |
| Zhong Hua | Director | Male | 59 | Outgoing | 16.58 | N |
| Zheng Zhonghuan | Supervisor | Male | 61 | Outgoing | 10.06 | N |
| Li Jialin | Staff Supervisor | Male | 62 | Outgoing | 9.81 | N |
| Yang Lang | Independent director | Female | 54 | Outgoing | 4.76 | N |
| Song Xishun | Independent director | Male | 60 | Outgoing | 4.76 | N |
| Zhang Zhigao | Independent director | Male | 58 | Outgoing | 4.76 | N |
| Total | -- | -- | -- | -- | 139.51 | -- |
VI. Responsibility performance of directors during the reporting period
1. The board of directors during the reporting period
| Session of meeting | Date of meeting | Disclosure date | Meeting resolutions |
| The 37th Session of 10th BOD | 2022-04-22 | 2022-04-26 | Refer to the Juchao Website (www.cninfo.com.cn): Resolution of the 37th Session of 10th BOD (No.: 2022003) |
| The 38th Session (interim) of 10th BOD | 2022-04-28 | 2022-04-29 | Deliberated only one proposal as the Q1 Report of 2022, which was disclosed on April 29, 2022 |
| The 39th Session (interim) of 10th BOD | 2022-06-06 | 2022-06-07 | Refer to the Juchao Website (www.cninfo.com.cn): Resolution of 39th Session of 10th BOD (No.: 2022011) |
| The 40th Session of 10th BOD | 2022-08-24 | 2022-08-26 | Deliberated only one proposal as the Semi-Annual Report of 2022, which was disclosed on August 26, 2022 |
| The 41st Session (interim) of 10th BOD | 2022-09-29 | 2022-09-30 | Refer to the Juchao Website (www.cninfo.com.cn): Resolution of 41st Session (interim) of 10th BOD (No.: 2022022) |
| The 42nd Session (interim) of 10th BOD | 2022-10-25 | 2022-10-26 | Refer to the Juchao Website (www.cninfo.com.cn): Resolution of 42nd Session (interim) of 10th BOD (No.: 2022027) |
| The 43rd Session (interim) of 10th BOD | 2022-10-27 | 2022-10-28 | Deliberated only one proposal as the Q3 Report of 2022, which was disclosed on October 28, 2022 |
| The 44th Session (interim) of 10th BOD | 2022-11-10 | 2022-11-11 | Refer to the Juchao Website (www.cninfo.com.cn): Resolution of 44th Session (interim) of 10th BOD (No.: 2022035) |
| The 1st Session of 11th BOD | 2022-11-28 | 2022-11-29 | Refer to the Juchao Website (www.cninfo.com.cn): Resolution of 1st Session of 11th BOD (No.: 2022042) |
2. The attending of directors to Board meetings and shareholders general meeting
| The attending of directors to Board Meeting and Shareholders General Meeting | |||||||
| Director | Times of Board meeting supposed to attend in the report period | Times of Presence | Times of attending the Board Meeting by communication | Times of entrusted presence | Times of Absence | Absent the Meeting for the second time in a row (Y/N) | Times of attend the general meeting |
| Wang Shenghong | 1 | 1 | 0 | 0 | 0 | N | 0 |
| Li Hai | 9 | 9 | 0 | 0 | 0 | N | 3 |
| Sun Longlong | 9 | 9 | 0 | 0 | 0 | N | 3 |
| Yao Zhengwang | 9 | 4 | 5 | 0 | 0 | N | 3 |
| Yuan Kang | 1 | 0 | 1 | 0 | 0 | N | 0 |
| Wang Guoxiang | 1 | 0 | 1 | 0 | 0 | N | 0 |
| Guo Qiuquan | 1 | 0 | 1 | 0 | 0 | N | 0 |
| Zhan Qiyong | 1 | 0 | 1 | 0 | 0 | N | 0 |
| Yuan Qinghui | 1 | 0 | 1 | 0 | 0 | N | 0 |
| Yang Fenbo | 8 | 5 | 3 | 0 | 0 | N | 1 |
| Cao Fang | 8 | 1 | 7 | 0 | 0 | N | 1 |
| Zhong Hua | 8 | 8 | 0 | 0 | 0 | N | 3 |
| Yang Lang | 8 | 0 | 8 | 0 | 0 | N | 1 |
| Song Xishun | 8 | 0 | 8 | 0 | 0 | N | 1 |
| Zhang Zhigao | 8 | 0 | 8 | 0 | 0 | N | 1 |
Explanation of absent the Board Meeting for the second time in a rowNil
3. Objection for relevant events from directors
Directors come up with objection about Company’s relevant matters
□Yes ?No
No directors come up with objection about Company’s relevant matters in the Period
4. Other explanation about responsibility performance of directors
The opinions from directors have been adopted?Yes □NoDirector's statement to the Company that a proposal has been or has not been adoptedDuring the reporting period, the directors carefully deliberated all proposals submitted to the BOD and voted in favor of theproposals that required voting, without any opposition or abstention, and raised no objection to the proposals of the Board for theyear.
VII. Performance of Duties by Specialized Committees under the Board Meeting in theReporting Period
| Committee name | Members | Number of meetings held | Date of meeting | Meeting content | Important comments and suggestions made | Other performance of duties | Specific circumstances of the objection (if applicable) |
| Audit committee | Yang Lang, Zhang Zhigao and Cao Fang | 2 | 2022-04-19 | Deliberation of the Annual Report 2021 and related internal control reports | Draws management’s attention on relevant proposals | N/A | N/A |
| 2022-06-02 | Renewal of the accounting firms | N/A | N/A | N/A | |||
| Nomination Committee | Guo Qiuquan, Wang Shenghong and Yuan Qinghui | 1 | 2022-11-28 | Nominated and approval the candidate of senior executives of the Company | N/A | N/A | N/A |
VIII. Works from Supervisory CommitteeThe Company has risks in reporting period that found in supervisory activity from supervisory committee
□Yes ?No
Supervisory committee has no objection about supervision events in reporting period
IX. Particulars of workforce
1. Number of Employees, Professional composition, Education background
| Employee in-post of the parent Company at period-end (people) | 36 |
| Employee in-post of main Subsidiaries at period-end (people) | 27 |
| The total number of current employees at period-end (people) | 63 |
| The total number of current employees to receive pay (people) | 63 |
| Retired employee’ s expenses borne by the parent Company and main Subsidiaries (people) | 0 |
| Professional composition | |
| Category of professional composition | Numbers of professional composition (people) |
| Production personnel | 8 |
| Salesperson | 16 |
| Technicians | 18 |
| Financial personnel | 7 |
| Administrative personnel | 14 |
| Total | 63 |
| Education background | |
| Type of Education | Numbers (people) |
| Postgraduate | 1 |
| Undergraduate | 23 |
| Junior college | 21 |
| Below junior college | 18 |
| Total | 63 |
2. Remuneration Policy
Formulated the remuneration policy according to the position title and comprehensive industry salary standards
3. Training programs
In order to improve the quality of staff, the company has planned and targeted training activities every year. The training activitiesfor administrative personnel and technical staff mainly to improve their professional skills, management quality and ability
4. Labor outsourcing
□Applicable ?Not applicable
X. Profit distribution plan and capitalizing of common reserves plan
Formulation, Implementation and Adjustment of common stock Profit Distribution Policy Especially Cash Dividend policy duringthe Reporting Period
□Applicable ?Not applicable
The company is profitable during the reporting period and the parent company has positive profit available for distribution toshareholders but no cash dividend distribution plan has been proposed
□Applicable ?Not applicable
Profit distribution plan and capitalizing of reserves for the Period
□Applicable ?Not applicable
The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either forthe year.XI. Implementation of the Company’s stock incentive plan, employee stock ownership planor other employee incentives
□Applicable ?Not applicable
During the reporting period, the Company has no stock incentive plan, employee stock ownership plan or other employeeincentives that have not been implemented.
XII. Construction and implementation of internal control system during the reportingperiod
1. Construction and implementation of internal control
In accordance with the provision of Basic Standards for Enterprise Internal Control and its supporting guidelines, the Companyrenewal and improve the internal control system of the Company during the reporting period. Established a set of internal controlsystem with scientific design, simple application and effective operation. Regularly, the Company carried out special work of systemcombing and optimization every year, and the work is effectively integrated with the internal control assessment of the Company.Through the system evaluation, achieved the improvement of the system, standardization of the effectiveness of the establishmentand optimization of the process, and full implementation.
2. Details of major defects in internal control identified during the reporting period
□Yes ?No
XIII. Management and controls on the subsidiary during reporting period
| Name | Integration plans | Integration progress | Problems encountered in integration | Measures taken to resolve | Progress in solution | Follow-up solution plan |
| Not applicable | Not applicable | Not applicable | Not applicable | Not applicable | Not applicable | Not applicable |
XIV. Internal control self-appraisal report or internal control audit report
1. Self-appraisal Report of Internal Control
| Disclosure date of full internal control evaluation report | 25 April 2023 | |
| Disclosure index of full internal control evaluation report | Self-Appraisal Report of Internal Control 2022 of CBC released on Juchao website | |
| The ratio of the total assets of units included in the scope of evaluation accounting for the total assets on the company's consolidated financial statements | 100.00% | |
| The ratio of the operating income of units included in the scope of evaluation accounting for the operating income on the company's consolidated financial statements | 100.00% | |
| Defects Evaluation Standards | ||
| Category | Financial Reports | Non-financial Reports |
| Qualitative criteria | Material defect: (1) inefficiency of environment control; (2) inefficiency of internal supervision; (3) direct impact on major mistakes of investment decisions; (4) directly make the significant error in the financial statements; (5) violation of the laws, regulations, rules and other normative documents, resulting in investigation of the central government and regulatory agencies, and being | Material defect: (1) inefficiency of environment control; (2) inefficiency of internal supervision; (3) direct impact on major mistakes of investment decisions; (4) directly make the significant error in the financial statements; (5) violation of the laws, regulations, rules and other normative documents, resulting in investigation of the central government and regulatory agencies, and being |
| sentenced to a fine or penalty, being restricted industry exit, canceling business license and being forced the closure of etc. Major defect: (1) indirect impact on major mistakes of investment decisions; (2) indirectly make the significant error in the financial statements; (3) Lack of important system; (4) violation of the laws, regulations, rules and other normative documents, resulting in investigation of the local government and regulatory agencies, and being sentenced to a fine or penalty, and being ordered to suspend business for rectification and cause the Company’s business stop of etc. General defect: other control defect besides material defect and major defect. | sentenced to a fine or penalty, being restricted industry exit, canceling business license and being forced the closure of etc. Major defect: (1) indirect impact on major mistakes of investment decisions; (2) indirectly make the significant error in the financial statements; (3) Lack of important system; (4) violation of the laws, regulations, rules and other normative documents, resulting in investigation of the local government and regulatory agencies, and being sentenced to a fine or penalty, and being ordered to suspend business for rectification and cause the Company’s business stop of etc. General defect: other control defect besides material defect and major defect. | |
| Quantitative standard | 1. Potential loss or potential error of total profit: (1) General defect: less than or equal to pre-tax total profit of 3%, (2) Major defect: more than pre-tax total profit of 3%( and absolute amount more than RMB 0.5 million), (3) Material defect:: more than 5% of pre-tax total profit and absolute amount more than RMB 1 million; 2. Potential loss or potential error of operating income: (1) General defect: less than or equal to operating income of 1%, (2) Major defect: more than 1% of operating income and less than or equal to 3% of operation income, (3) Material defect:: more than 3% of operating income; 3. Potential loss or potential error of total assets: (1) General defect: less than or equal to 1% of total assets, (2) Major defect: more than 1% of total profit and less than or equal to 3% of total profit, (3) Material defect:: more than 3% of total profit | 1. Potential loss or potential error of total profit: (1) General defect: less than or equal to pre-tax total profit of 3%, (2) Major defect: more than pre-tax total profit of 3%( and absolute amount more than RMB 0.5 million), (3) Material defect:: more than 5% of pre-tax total profit and absolute amount more than RMB 1 million; 2. Potential loss or potential error of operating income: (1) General defect: less than or equal to operating income of 1%, (2) Major defect: more than 1% of operating income and less than or equal to 3% of operation income, (3) Material defect:: more than 3% of operating income; 3. Potential loss or potential error of total assets: (1) General defect: less than or equal to 1% of total assets, (2) Major defect: more than 1% of total profit and less than or equal to 3% of total profit, (3) Material defect:: more than 3% of total profit |
| Amount of significant defects in financial reports | 0 | |
| Amount of significant defects in non-financial reports | 0 | |
| Amount of important defects in financial reports | 0 | |
| Amount of important defects in non-financial reports | 0 | |
2. Auditing report of internal control
?Applicable □Not applicable
| Deliberations in Audit Report of Internal Control | |
| We considers that China Bicycle Company (Holdings) Limited, in line with Basic Norms of Internal Control and relevant regulations, shows an effectiveness internal control of financial report in all major aspects dated 31 December 2022. | |
| Disclosure details of audit report of internal control | Disclosed |
| Disclosure date of audit report of internal control (full-text) | 25 April 2023 |
| Index of audit report of internal control (full-text) | Juchao Website- Audit Report of Internal Control of Shenzhen China Bicycle Company (Holdings) Limited (TZY Zi[2023] No.11694-2 |
| Opinion type of auditing report of IC | Standard unqualified |
| Whether the non-financial report had major defects | No |
Carried out modified opinion for internal control audit report from CPA
□Yes ?No
The internal control audit report, issued by CPA, has concerted opinion with self-evaluation report, issued from the Board?Yes □NoXV. Rectification of Self-examination Problems in Special Governance Actions in ListedCompanyNot applicable
Section V. Environmental and Social ResponsibilityI. Major environmentalThe listed Company and its subsidiary whether belongs to the key sewage units released from environmental protectiondepartment
□Yes ?No
Administrative punishment for environmental problems during the reporting period
| Company name or subsidiary name | Reason for punishment | Violation | Punishment result | Impact on the production and operation of listed company | The company’s rectification measures |
| Not applicable | Not applicable | Not applicable | Not applicable | Not applicable | Not applicable |
Other environmental information disclosed refer to key pollutersNot applicableMeasures taken to reducing the carbon emissions during the reporting period and their effectiveness
□Applicable ?Not applicable
Reasons for not disclosing other environmental informationNot applicable
II. Social responsibilityDuring the reporting period, the company conscientiously fulfilled its corporate social responsibility, paid attention to protecting theinterests of shareholders, especially minority shareholders; Treated suppliers, customers and consumers with integrity; Earnestlyfulfilled the responsibilities and obligations to the society, shareholders, employees and other stakeholders, created a harmoniousenvironment for enterprise development, and realized the common development of the enterprise and stakeholders.
1. Protection of shareholders' rights and interests
The company strictly complies with the provisions of relevant laws and regulations such as the Company Law, the Securities Lawand the Governance Code for Listed Companies, continuously improves the corporate governance structure, adheres to handing overthe important matters to the resolutions of the shareholders' meeting, provides convenience for medium and small investors toparticipate in the shareholders' meeting, fully listens to the small and medium-sized investors’ reasonable advice on the company'sdevelopment and governance, and safeguards the legitimate rights and interests of shareholders.
In 2022, the board of directors of the company convened 3 shareholders' meetings, the meeting adopted the combination of on-sitevoting and online voting, the votes of small and medium investors were counted separately, provided convenience for the majority ofinvestors to participate in the voting at the shareholders' meeting, and ensured the participation right and supervision right of thesmall and medium-sized investors.
In 2022, the company strengthened communication with investors, especially investors from the public, answered questions aboutwhich the public and investors concerned, and ensured the investors' right to know in line with the Information Disclosure AffairsManagement System and Reception and Promotion Work System and by means of various forms such as the interactive platform ofShenzhen Stock Exchange, hotline of the company’s securities affairs department, and so on.
On May 19, 2022, the company held the 2021 annual performance briefing, in which the company made online communication withinvestors on the company's performance, operating conditions, development prospects and other issues of interest to investors. Atotal of 11 questions were raised by investors during the briefing, which were answered by directors and senior managementpersonnel.
On November 9, 2022, the company participated in the collective reception day for investors of listed companies in Shenzhen in2022, and conducted online communication with investors on corporate reorganization, change of office term of the board and otherissues concerned by investors. During the reception day, the directors and senior management at the meeting responded to allquestions raised by investors.
The company is committed to protecting the rights and interests of investors by improving the corporate governance structure,improving the level of information disclosure and investor relationship management, and carrying out investor education, andguiding investors to form value investment concept through real and effective communication. In order to effectively ensure smoothservice channels for investors, the company has arranged full-time personnel to answer investors' hotline calls and answer questionson the interactive platform, and relevant staff has patiently analyzed the announcement information for investors to help investorsunderstand the company's situation in time.
2. Protection of workers' rights and interests
The company adheres to the people-oriented, comprehensively implements the Labor Law and Labor Contract Law, attaches greatimportance to guarantee of the employees' rights and interests, at the same time, establishes good communication channelsthroughout the whole process of staff management and care, pays attention to staff growth, improves the staff overall quality,cultivates excellent internal training culture system, creates a good learning environment. Meanwhile, the company pays attention toenriching the spiritual life of employees, regularly carries out staff activities, and improves team cohesion. In accordance with theLabor Contract Law of the People's Republic of China and other relevant national and local labor laws and regulations, the companysigns labor contracts with employees to protect their rights and interests. The company and its subsidiaries strictly implement thenational employment system, labor protection system, social security system and medical security system, and pay the housingprovident fund, medical insurance, endowment insurance, unemployment insurance, work-related injury insurance and maternityinsurance for employees according to the state regulations. The company adheres to corporate culture of efficient coordination,people-oriented, on-demand training, training by level, and echelon training. The company establishes internal knowledge sharingsystem, promotes information and knowledge exchange among various modules of the company, and improves team coordinationability. It encourages employees to participate in continuing education and enhances the knowledge structure optimization andprofessional quality promotion of workers at various positions.
3. Protection of rights and interests of suppliers, customers and consumers
The company actively organizes and carries out customer management, takes measures to ensure the rights and interests of customersand actively promotes customer satisfaction and service excellence. It makes full use of the rich social resources in the market, andestablishes a good partnership with suppliers. The company promises not to abuse or misuse consumer information for the protectionof rights and interests of consumers.
III. Consolidating and expanding the achievements of poverty alleviation and ruralrevitalizationNot applicable
Section VI. Important EventsI. Implementation of commitment
1. Commitments completed in Period and those without completed till end of the Period from actual controller, shareholders, related parties, purchaserand companies?Applicable □Not applicable
| Commitment | Commitment party | Type | Content | Date | Term | Implementation |
| Commitments made in acquisition report or report on changes in equity | Wansheng Industrial Holdings (Shenzhen) Co., Ltd. and Wang Shenghong | Commitment to maintain the independence of listed company | After the completion of the non-public offering, within the scope of shareholder rights that can be exercised by Wansheng Industrial \ I myself, the independence of the listed company in terms of personnel, assets, finance, organization and business will be guaranteed as follows: I Personnel independence 1. Ensure that the general manager, deputy general manager, chief financial officer, secretary of the board and other senior executives of the listed company work full-time in the listed company and do not hold other positions except director and supervisor in other enterprises controlled by Wansheng Industrial \ I myself and do not receive salary in other enterprises controlled by Wansheng Industrial \ I myself. 2. Ensure that the financial personnel of the listed company are independent and do not take part-time jobs or receive remuneration in other enterprises controlled by Wansheng Industrial \I myself. 3. Ensure that the listed company has a complete and independent labor, personnel and salary management system, which is completely independent from other enterprises controlled by Wansheng Industrial \I myself. II Assets independence 1. Ensure that the listed company has independent and complete assets, all assets of the listed company are under the control of the listed company, and are independently owned and operated by | 7 November 2022 | Valid for long term | Normal performance |
| 3. Ensure that the listed company has an independent and complete organizational structure, and there is no confusion between the listed company and other enterprises controlled by Wansheng Industrial \ I myself . VI Ensure that the listed Company is otherwise independent from Wansheng Industrial \ I myself and other enterprises under my control In case of any breach of the above commitments, thus causing economic losses to the listed company, Wansheng Industrial \ I myself will indemnify the listed company. | ||||||
| Commitments made in acquisition report or report on changes in equity | Wansheng Industrial Holdings (Shenzhen) Co., Ltd and Wang Shenghong | Commitment to avoid competition in the same industry | 1. Wansheng Industrial \ I myself do not, and will not, directly or indirectly engage in any business or activity at home and abroad which is the same, or similar to the existing business of the listed company and which constitutes or may constitute direct or indirect competition to the existing business of the listed company in any aspect in any way (including but not limited to sole proprietorship, joint venture, cooperation and joint venture), nor provides any assistance in fund, business and management or provides any technical information, business operation, sales channels and other trade secrets to enterprises, institutions or other economic organizations competing with the listed company's existing business in any way; 2. Wansheng Industrial \ I myself do not establish or acquire any business entity that is engaged in the same or similar business as the listed company's existing business, or any company, enterprise or other institution or organization that competes with the listed company's existing business in any aspect; 3. From the date of issuance of this letter of commitment, if any business opportunity obtained by Wansheng Industrial \ I myself from any third party constitutes or may constitute material competition with the existing business of the listed company, Wansheng Industrial \ I myself will immediately notify the listed company and try its best to transfer such business opportunity to the listed company; 4. This letter of commitment takes effect from the date of issuance and remains valid and irrevocable during the period when Wansheng Industrial \ I myself am a shareholder holding more than 5% equity of the list company. 5. In case of direct or indirect economic losses caused to the listed company due to its failure to fulfill the above commitments, Wansheng Industrial \ I myself shall compensate the listed company for all the losses suffered thereby. | 7 November 2022 | Valid for long term | Normal performance |
| Commitments made in acquisition report or report on changes in equity | Wansheng Industrial Holdings (Shenzhen) Co., Ltd and Wang Shenghong | Commitment on regulating the related transactions | 1. As of the date of issuance of this letter of commitment, there was no related transaction between Wansheng Industrial/I myself and other companies controlled by Wansheng Industrial/I myself and the listed company or any related transaction that should be disclosed in accordance with laws and regulations but not disclosed . 1. Upon completion of the transaction, Wansheng Industrial/I myself and other companies controlled by Wansheng Industrial/I myself will avoid and reduce related transactions with the listed company as far as possible in accordance with laws, regulations and other normative documents. For related transactions that cannot be avoided or occur for reasonable reasons, Wansheng Industrial/I myself and other companies controlled by Wansheng Industrial/I myself will follow the market principles of justice, fairness and openness, sign agreements with the listed company according to law, perform legal procedures, comply with relevant laws, regulations, other normative documents and the articles of association of the listed company, and perform relevant internal decision-making procedures in accordance with the law and timely fulfill the obligations of information disclosure, ensure that the pricing of related transactions is fair and reasonable and the trade terms are fair, guarantee not to use related transactions to illegally transfer the funds and profits of the listed company nor to use such transactions to engage in any behavior that damages the legitimate rights and interests of the listed company and other shareholders. 3. This Commitment shall remain valid during the period when Wansheng Industrial/I myself serve as the direct/indirect controlling shareholder/actual controller of the listed company. Wansheng Industrial/I myself guarantee to strictly fulfill all commitments in this letter of commitment. If any loss is caused to the listed company due to violation of such commitments, Wansheng Industrial/I myself will bear the corresponding liability for compensation. | 7 November 2022 | Valid for long term | Normal performance |
| Commitments made at IPO or refinancing | Wansheng Industrial Holdings (Shenzhen) Co., Ltd and Wang Shenghong | Commitment on shares restriction | After the completion of this non-public offering, the shares subscribed by Wansheng Industrial is not allowed to be transferred within 36 months from the date of listing of this stock issue. The non-public offering of shares of the company acquired by the issuing object and the shares acquired as a result of the company's allocation of stock dividends and the capital reserve converted into share capital shall also comply with the above share lock-in arrangement. After the expiration of the restriction period, it will be subject to the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange. | 7 November 2022 | 36 months | Normal performance |
| Commitments made at IPO or refinancing | Wansheng Industrial Holdings (Shenzhen) Co., Ltd and Wang Shenghong | Performance compensation commitment | For the next three years after the completion of the non-public offering of shares and the completion of the adjustment of the board of directors and the board of supervisors of Shenzhen China Bicycle by Wansheng Industrial, the net profit of the listed company shall be no less than 30 million yuan, 35 million yuan and 40 million yuan respectively, that is, the cumulative net profits shall be 105 million yuan. If the actual cumulative net profits of the listed company fails to reach the cumulative net profits of the listed company in any year within the performance commitment period, Wansheng Industrial shall compensate the listed company in cash within ten working days after the issuance of audit report of the listed company in the current year within the performance commitment period. The amount of compensation for the current year shall be calculated as follows: Amount payable in the current year = Cumulative net profit committed by the end of the current period - Cumulative net profit realized by the end of the current period - Cumulative amount compensated (if any) | 7 November 2022 | 1 Jan. 2023-31 December 2025 | Normal performance |
| Commitments made at IPO or refinancing | Wansheng Industrial Holdings (Shenzhen) Co., Ltd and Wang Shenghong | Commitment on dilution of the immediate return on non-public offering of A share and measures to be taken | 1. Do not interfere with the company's operation and management activities beyond its authority, and do not occupy the company's interests; 2. Effectively perform the relevant measures formulated by the company to fill out the returns and fulfill any commitments made to fill out the returns. 3. From the issuance date of this Commitment to the completion of the non-public offering of shares of the company, if the China Securities Regulatory Commission makes other new regulations on filling out the return measures and commitments, and the above-mentioned commitments cannot meet such regulations of the China Securities Regulatory Commission, I myself promise to issue supplementary commitments in accordance with the latest regulations of the China Securities Regulatory Commission at that time; 4. As one of the subjects responsible for filling out the return measures, if I myself violate the above commitments or refuse to perform the above commitments, I myself agree that China Securities Regulatory Commission, Shenzhen Stock Exchange and other securities regulatory authorities punish me or take relevant management measures according to the relevant regulations and rules formulated or issued by them. | 7 November 2022 | Valid for long term | Normal performance |
| Commitments made at IPO or refinancing | Wansheng Industrial Holdings (Shenzhen) Co., Ltd and Wang Shenghong | Commitment not to initiate major assets reorganization or assets acquisition | Within 12 months after the completion of this issuance, Wansheng Industrial did not plan to launch major asset reorganization, asset acquisition and other major matters affecting the stock price of the listed company, and there was no plan to realize the reorganization and listing step by step through cash subscription and asset acquisition. | 7 November 2022 | 12 months | Normal performance |
| Commitments made at IPO or refinancing | Wansheng Industrial Holdings (Shenzhen) Co., Ltd and Wang Shenghong | Commitment on business of the Company and business of the core enterprises of the controlling shareholder and actual controller | The Company and its actual controller, Wang Shenghong, do not hold or control more than 5% of the issued shares of other domestic and overseas listed companies, nor hold more than 5% of the shares of banks, trust companies, securities companies, insurance companies and other financial institutions. | 2 November 2022 | - | Performed |
| Commitments made at IPO or refinancing | Wansheng Industrial Holdings (Shenzhen) Co., Ltd. | Commitment on absence of administrative penalty | As of the date of signing this Commitment, the Company (Wansheng Industrial Holdings (Shenzhen) Co., Ltd.) has not been subject to administrative penalties from the relevant authorities such as banking, customs, taxation, environmental protection, industry and commerce, social security, and production safety since the date of establishment. | 2 November 2022 | - | Performed |
| Commitments made at IPO or refinancing | Wansheng Industrial Holdings (Shenzhen) Co., Ltd. | Commitment on litigation and guarantees | As of the date of signing this Commitment, the Company (Wansheng Industrial Holdings (Shenzhen) Co., Ltd.) has not had any litigation, guarantee and other matters since the date of establishment. | 2 November 2022 | - | Performed |
| Commitments made at IPO or refinancing | Shenzhen China Bicycle Company (Holdings) Limited | Commitment not to initiate major assets reorganization or assets acquisition | Within 12 months after the completion of this issuance, there was no plan to launch major assets reorganization, asset acquisition and other major matters affecting the Company's stock price, nor is there any plan to realize the reorganization and listing step by step through cash subscription and asset acquisition. | 7 November 2022 | 12 months | Normal performance |
| Commitments made at IPO or refinancing | Director and senior executive of the Company | Commitment on dilution of the immediate return on non-public | 1. Promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, and not to damage the interests of the company by other means; 2. Promise to restrict my position-related consumption behavior; 3. Promise not to use the company's assets to engage in investment and consumption activities | 7 November 2022 | Valid for long term | Normal performance |
| offering of A share and measures to be taken | unrelated to the performance of duties; 4. Promise that the remuneration system formulated by the board of directors or the compensation committee will be linked to the implementation of the company's measures to fill out the returns; 5. Promise that the venting conditions of the future equity incentive plan will be linked to the implementation of the company's measures to fill out the returns if the company implements the equity incentive plan in the future, ; 6. From the issuance date of this Commitment to the completion of the non-public offering of shares of the company, if the China Securities Regulatory Commission makes other new regulations on filling out the return measures and commitments, and the above-mentioned commitments cannot meet such regulations of the China Securities Regulatory Commission, I myself promise to issue supplementary commitments in accordance with the latest regulations of the China Securities Regulatory Commission at that time; 7. As one of the subjects responsible for filling out the return measures, if I myself violate the above commitments or refuse to perform the above commitments, I myself agree that China Securities Regulatory Commission, Shenzhen Stock Exchange and other securities regulatory authorities punish me or take relevant management measures according to the relevant regulations and rules formulated or issued by them. | |||
| Whether commitments are fulfilled on time | Yes | |||
2. Concerning assets or project of the Company, which has profit forecast, and reporting period still inforecasting period, explain reasons of reaching the original profit forecast
□Applicable ?Not applicable
II. Non-operational fund occupation from controlling shareholders and its related party
□Applicable ?Not applicable
No non-operational fund occupation from controlling shareholders and its related party in period.III. External guarantee out of the regulations
□Applicable ?Not applicable
No external guarantee out of the regulations occurred in the period.IV. Statement on the latest “modified audit report” by BOD
?Applicable □Not applicableOn 11 May 2012, the largest shareholder and biggest creditor of the Company, Shenzhen Guosheng Energy Investment andDevelopment Co., Ltd. applied to Shenzhen Municipal Intermediate People's Court for reforming the Company as the Companycouldn’t pay off the matured debts and was seriously insolvent. On 12
th, Oct., 2012, Shenzhen Municipal Intermediate People's Courtruled to accept the application proposed by Guosheng Energy according to (2012) Shenzhen Intermediate Court Po Zi No. 30 civilruling. In late October, 2012, Shenzhen Municipal Intermediate People's Court ruled to reform the Company since 25
th, Oct., 2012according to (2012) Shenzhen Intermediate Court Po Zi No. 30-1 civil ruling, appointed King & Wood (Shenzhen) Mallesons andShenzhen ZhengYuan Liquidation Affairs Co., Ltd. as the custodians of the Company. At the same time, Shenzhen MunicipalIntermediate People's Court made (2012) Shenzhen Intermediate Court Po Zi No. 30-1 written decision, and approved the Companyto manage property and business affairs by itself under the supervision of custodians according to the law. On 5 November 2013, theShenzhen Intermediate People’s Court (2012) Shen Zhong Fa Po Zi No. 30-6 Civil Ruling Paper judged that approved thereorganization plan of the Company. On 27 December 2013, the Civil Ruling Paper Shenzhen Intermediate People’s Court (2012)Shen Zhong Fa Po Zi No. 30-10 ruled that the reorganization plan of CBC was completed and bankruptcy procedures of CBC closeddown.
The Company has solved the debt problem by reforming, realized the net assets with positive value, the main business of bicycle isable to be maintained and realizes the stable development. The Company has set up the conditions for introducing the recombinationparty in the reforming plan, and expects to restore the abilities of sustainable operation and sustained profitability by reorganization.The conditions of introducing the recombination party includes: the assessed value of net assets should be no less than 2 billion Yuan,the net assets in the same year for implementing the major reorganization should be no less than 200 million Yuan. The Companydoesn’t have the recombination party at the moment. The Company will continue to carry out vary related works actively andpromote the reorganization work with all efforts.
V. Explanation from Board of Directors, Supervisory Committee and Independent Directors(if applicable) for “Qualified Opinion” that issued by CPA
□Applicable ?Not applicable
VI. Explanation of the changes in accounting polices, accounting estimates or correction ofsignificant accounting errors compared with the financial report of the previous year?Applicable □Not applicable
1. Change of accounting policy
(1)After approved by the BOD, relevant regulations with “Explanation of the Accounting Standards for Business EnterpriseNo.15”(CK[2021]No.35) concerned are applicable since 1 January 2022, change of this accounting policy has no impact on thefinancial statement in the Period.
(2)After approved by the BOD, relevant regulations with “Explanation of the Accounting Standards for Business EnterpriseNo.16”(CK[2022]No.31) concerned are applicable since 1 January 2022, change of this accounting policy has no impact on thefinancial statement in the Period.
2. Changes in accounting estimates
There were no major changes in accounting estimates during the company's reporting period.
3. Correction of previous accounting errors
During the reporting period of the company, no major prior accounting errors were corrected.
4. The adjustment of financial statement at the beginning of the year when first implemented the newaccounting standards or explanations since 2022No effectVII. Compare with last year’s financial report; explain changes in consolidation statement’sscope
□Applicable ?Not applicable
There was no change in the scope of consolidated statements during the reporting period of the company.VIII. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
| Name of domestic accounting firm | Baker Tilly China CPA (LLP) |
| Remuneration for domestic accounting firm (in 10 thousand Yuan) | 45 |
| Continuous life of auditing service for domestic accounting firm | 7 |
| Name of domestic CPA | Qu Xianfu, Deng Jun |
| Continuous life of auditing service for domestic accounting firm | 2 |
Re-appointed accounting firms in this period
□Yes ?No
Appointment of internal control auditing accounting firm, financial consultant or sponsor?Applicable □Not applicable
1. During the reporting period, the company engaged Baker Tilly China CPA (LLP) as the auditing organ for internal control of theCompany, and it is expected to pay 150,000 yuan for internal control auditing.
2. During the reporting period, the company engaged Sinolink Securities as the sponsor for non-public offering of shares, sponsor feeamounting to 3.3 million yuan in total.IX. Particular about delisting after annual report disclosed
□Applicable ?Not applicable
X. Bankruptcy reorganization
□Applicable ?Not applicable
No bankruptcy reorganization for the Company in reporting periodXI. Significant lawsuits and arbitration of the Company?Applicable □Not applicable
| Lawsuits (arbitration) | Amount involved (in 10 thousand Yuan) | Resulted an accrual liability (Y/N) | Progress | Trial result and influence | Execution of judgment | Disclosure date | Disclosure index |
| Contract dispute over the urban renewal project of Zhonghua Garden Phase II- Plaintiff(Shenzhen Jianzhi Industrial Development Co., Ltd); Defendant (Shenzhen China Bicycle Company (Holdings) Limited) | 3,085.9 | Yes, the accrual liabilities of 890,000 yuan resulted from relevant interests | In the first instance, defendant returned 10 million yuan deposit and interest to the plaintiff; second trial has not been heard yet | The first trial will not have a material adverser effect on current profit or future profits of the Company | The second trial has not been heard till the date when the notice released | 23 August 2022 | Found more in “Notice on Lawsuits” Notice No.: 2022002 and “Progress of Lawsuits” Notice No.: 2022019 released on Juchao Website (www.cninfo.com.cn) |
| Counter-claim in the contract | 600 | No | The first judgment dismisses the | The first trial will not have a material | The second trial has not been heard | 23 August 2022 | Found more in “Progress of Lawsuits” |
| dispute on urban renewal project of Zhonghua Garden Phase II- Plaintiff(Shenzhen China Bicycle Company (Holdings) Limited); Defendant (Shenzhen Jianzhi Industrial Development Co., Ltd) | plaintiff’s claim; the second trial has not been heard yet | adverser effect on current profit or future profits of the Company | till the date when the notice released | Notice No.: 2022019 released on Juchao Website (www.cninfo.com.cn) |
XII. Penalty and rectification
□Applicable ?Not applicable
The Company had no penalty and rectification in the PeriodXIII. Integrity of the company and its controlling shareholders and actual controllers
□Applicable ?Not applicable
XIV. Major related transaction
1. Related transaction with routine operation concerned
?Applicable □Not applicable
| Related party | Relationship | Type of related transaction | Content of related transaction | Pricing principle | Related transaction price | Related transaction amount (in 10 thousand Yuan) | Proportion in similar transactions | Trading limit approved (in 10 thousand Yuan) | Whether over the approved limited or not (Y/N) | Clearing form for related transaction | Available similar market price | Date of disclosure | Index of disclosure |
| Fuzhou Zuankinson Jewelry Co., Ltd. | The enterprises controlled by the controlling subsidiary of the | Related transaction with routine operation concerned | Sale of goods to related party | Pricing based on market price according to the principle of | Market pricing | 2,313.77 | 5.20% | 2,313.77 | N | Settlement in cash | Not applicable | 2023-4-25 | Found more in the “Recognition of the Daily Related Trans |
| Company with 35% stock participated | fairness and impartiality | actions for year of 2022 and Expected Daily Related Transactions for 2023” on Juchao Website (www.cninfo.com.cn) | |||||||||||
| Fuzhou Rongrun Jewelry Co., Ltd. | The enterprises controlled by the affiliates of the controlling subsidiary of the Company with 35% stock participated | Related transaction with routine operation concerned | Sale of goods to related party | Pricing based on market price according to the principle of fairness and impartiality | Market pricing | 9,681.07 | 21.77% | 9,681.07 | N | Settlement in cash | Not applicable | 2023-4-25 | Found more in the “Recognition of the Daily Related Transactions for year of 2022 and Expected Daily Related Transactions for 2023” on Juchao Website (www.cninf |
| o.com.cn) | ||||||||||
| Total | -- | -- | 11,994.84 | -- | 11,994.84 | -- | -- | -- | -- | -- |
| Detail of sales return with major amount involved | Not applicable | |||||||||
| Report the actual implementation of the daily related transactions which were projected about their total amount by types during the reporting period (if applicable) | Not applicable | |||||||||
| Reasons for major differences between trading price and market reference price (if applicable) | Not applicable | |||||||||
2. Related transactions by assets acquisition and sold
□Applicable ?Not applicable
No related transactions by assets acquisition and sold for the Company in reporting period.
3. Main related transactions of mutual investment outside
□Applicable ?Not applicable
No main related transactions of mutual investment outside for the Company in reporting period.
4. Contact of related credit and debt
?Applicable □Not applicable
Whether exist non-operating contact of related credit and debt or not?Yes □NoClaim receivable from related party
| Related party | Relationship | Causes of formation | Whether has non-business capital occupying or not | Balance at period-begin(10 thousand Yuan) | Current amount increased(10 thousand Yuan) | Current recovery(10 thousand Yuan) | Interest rate | Current interest(10 thousand Yuan) | Balance at period-end(10 thousand Yuan) |
Debts payable to related party
| Related party | Relationship | Causes of formation | Balance at period-begin(10 thousand Yuan) | Current amount increased(10 thousand Yuan) | Current amount returned (10 thousand Yuan) | Interest rate | Current interest(10 thousand Yuan) | Balance at period-end(10 thousand Yuan) |
| Shenzhen Guosheng Energy Investment Developme | Substantial shareholder | Subsidiary Emmelle loan | 650 | 0 | 0 | 0.00% | 0 | 650 |
| nt Co., Ltd. | ||
| Influence on operation result and financial statue of the Company from related debts | Not applicable | |
5. Contact with the related finance companies
□Applicable ?Not applicable
There are no deposits, loans, credits or other financial business between the finance companies with associated relationship andrelated parties
6. Transactions between the finance company controlled by the Company and related parties
□Applicable ?Not applicable
There are no deposits, loans, credits or other financial business between the finance companies controlled by the Company andrelated parties
7. Other material related transactions
□Applicable ?Not applicable
The company had no other material related transactions in reporting period.XV. Significant contract and implementations
1. Trusteeship, contract and leasing
(1) Trusteeship
□Applicable ?Not applicable
No trusteeship occurred in reporting period.
(2) Contract
□Applicable ?Not applicable
No contract occurred in reporting period.
(3) Leasing
□Applicable ?Not applicable
No leasing occurred in reporting period.
2. Major guarantee
□Applicable ?Not applicable
No major guarantee occurred in reporting period.Not applicable
3. Entrust others to cash asset management
(1) Trust financing
□Applicable ?Not applicable
No trust financing occurred in reporting period.
(2) Entrusted loans
□Applicable ?Not applicable
No entrusted loans occurred in reporting period.
4. Other material contracts
□Applicable ?Not applicable
No other material contracts occurred in reporting period.XVI. Explanation on other significant events?Applicable □Not applicable
1. Planning for non-public offering of shares
In November 2022, the company completed the non-public offering of A-shares, raising funds of 294 million yuan, the registeredcapital of the company increased from 551 million yuan to 689 million yuan, the overall net asset scale of the company was increased,enhancing the fund strength, comprehensive competitiveness and anti-risk ability of the company. Wansheng Industrial totally holds137,836,986 shares of the company through the subscription of non-public offering of shares, accounting for 20% of the total sharecapital after the completion of the non-public offering. The newly increased shares by the company’s non-public offering was listedon the Shenzhen Stock Exchange on November 7, 2022.
On November 28, 2022, the company completed the change of office term of the board of directors and the board of supervisors, andthe company was changed from a company without controlling shareholder and actual controller to a company with controllingshareholder and actual controller, the controlling shareholder of the company was changed to Wansheng Industrial Holdings(Shenzhen) Co., Ltd., and the actual controller of the company was changed to Mr. Wang Shenghong.
2. litigation matters
On February 23, 2022, the company received the Subpoena (2022) Yue 0303 Min Chu No. 3787, Complaint, Notice of Response,Civil Ruling Paper (2020) Yue 0303 Zhi Bao No. 498 and other legal documents from Shenzhen Luohu District People’s Court,which has accepted the lawsuit brought by the plaintiff Shenzhen Jianzhi Industrial Development Co., Ltd. against the company onthe grounds of “joint venture and cooperative development of real estate contract disputes”, the amount involved was 30.859 million
yuan. At the same time, the company also filed a countersuit against Shenzhen Jianzhi Industrial Development Co., Ltd., demandingthat it pay 6 million yuan in return for the project. The above case was held in People's Court of Luohu District, Shenzhen on themorning of May 11, 2022. The countersuit and the suit were held at the same time, and no judgment was made in court. On August19, 2022, the company received Civil Judgment (2022) Yue 0303 MC No. 3787 from the People's Court of Luohu District, Shenzhen,Guangdong Province. For details, please refer to the Announcement on the Progress of Litigation Matters (Announcement No. 2022-019) disclosed by the company at www.cninfo.com.cn on August 23, 2022. According to the first instance judgment of People'sCourt of Luohu District, this case will not have a material adverse impact on the company's current or future profits. As of the date ofthis announcement, the second trial has not been held, the company will timely fulfill the obligation of information disclosureaccording to the progress of the litigation, please pay attention to the investment risk.
XVII. Significant event of subsidiary of the Company
□Applicable ?Not applicable
Section VII. Changes in Shares and Particulars about ShareholdersI. Changes in Share Capital
1. Changes in Share Capital
Unit: Share
| Before the Change | Increase/Decrease in the Change (+, -) | After the Change | |||||||
| Amount | Proportion | New shares issued | Bonus shares | Capitalization of public reserve | Others | Subtotal | Amount | Proportion | |
| I. Restricted shares | 3,957 | 0.00% | 137,836,986 | 0 | 0 | 1,319 | 137,838,305 | 137,842,262 | 20.00% |
| 1. State-owned shares | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| 2. State-owned legal person’s shares | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| 3. Other domestic shares | 3,957 | 0.00% | 137,836,986 | 0 | 0 | 1,319 | 137,838,305 | 137,842,262 | 20.00% |
| Including: Domestic legal person’s shares | 0 | 0.00% | 137,836,986 | 0 | 0 | 137,836,986 | 137,836,986 | 20.00% | |
| Domestic natural person’s shares | 3,957 | 0.00% | 0 | 0 | 0 | 1,319 | 1,319 | 5,276 | 0.00% |
| 4. Foreign shares | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| Including: Foreign legal person’s shares | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| Foreign natural person’s shares | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| II. Unrestricted shares | 551,343,990 | 100.00% | 0 | 0 | 0 | -1,319 | -1,319 | 551,342,671 | 80.00% |
| 1. RMB Ordinary shares | 302,981,008 | 54.95% | 0 | 0 | 0 | -1,319 | -1,319 | 302,979,689 | 43.96% |
| 2. Domestically listed foreign shares | 248,362,982 | 45.05% | 0 | 0 | 0 | 0 | 0 | 248,362,982 | 36.04% |
| 3. Overseas listed foreign | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| shares | |||||||||
| 4. Others | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| III. Total shares | 551,347,947 | 100.00% | 137,836,986 | 0 | 0 | 0 | 137,836,986 | 689,184,933 | 100.00% |
Reasons for share changed?Applicable □Not applicable
1. During the reporting period, due to the non-public offering of 137,836,986 RMB ordinary shares (A stock), total share capital ofthe Company up to 689,184,933 shares from 551,347,947 shares.
2. During the reporting period, the general election of BOS was completed. Mr. Zheng Zhonghuan, the supervisor of 9
thBOS wasoutgoing for the offer-term expired dated November 28, 2022. According to the Management Regulation of the Shares held byDirector, Supervisor and Senior Executives of the Listed Companies and their Changes, the shares held by supervisor of theCompany shall not be transferred within 6 months after their resignation, resulting in an increase of 1,319 shares with sales restriction.
Approval of share changed?Applicable □Not applicableAccording to the approval of Official Reply on Approval of Non-Public Offering of Shares of Shenzhen China BicycleCompany(Holdings) Limited (ZJXK [2021] No.3552) from CSRC, during the reporting period, the Company offering RMB ordinaryA stock of 137,836,986 shares to Wansheng Industrial privately, the new shares were listed on Shenzhen Stock Exchange on 7November 2022.
Ownership transfer of share changed?Applicable □Not applicable
1. During the reporting period, the registration procedure for the new shares from non-publicly offering are completed, which arelisted on Shenzhen Stock Exchange on 7 November 2022.
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to commonshareholders of Company in latest year and period?Applicable □Not applicable
Other information necessary to disclose for the Company or need to disclosed under requirement from security regulators
□Applicable ?Not applicable
2. Changes of restricted shares
?Applicable □Not applicable
Unit: Share
| Shareholder | Shares restricted at | Number of shares | Number of shares released | Shares restricted at | Cause of restriction | Dated of released |
| period-begin | restricted in the Period | in the Period | period-end | |||
| Wansheng Industrial Holdings (Shenzhen) Co., Ltd. | 0 | 137,836,986 | 0 | 137,836,986 | The shares restricted after initial placement(restricted for the non-public offering) | 2025-11-07 |
| Zheng Zhonghuan | 3,957 | 1,319 | 0 | 5,276 | Executive lock-up stock (Supervisor) | 6 months after outgoing when session expired |
| Total | 3,957 | 137,838,305 | 0 | 137,842,262 | -- | -- |
II. Securities issuance and listing
1. Security offering (without preferred stock) in Reporting Period
?Applicable □Not applicable
| Stock and derivative securities | Offering date | Offering price (or interest rate) | Numbers offering | Listing date | Number approved for listing | Closing date | Disclosure index | Date of disclosure |
| Stock | ||||||||
| RMB ordinary shares (A stock) | 2022-10-20 | 2.13 yuan/Share | 137,836,986 | 2022-11-07 | 137,836,986 | Found more at Juchao Website (www.cninfo.com.cn): “Report of the Non-public Offering of Shares and Notice of Listing” and other Notices | 2022-11-03 | |
| Convertible bonds, separately traded convertible bonds and corporate bonds | ||||||||
| Other derivatives securities | ||||||||
Explanation:
Non-public offering of shares:
1. On December 14, 2020, the company held the 27
th(interim) Meeting of the Tenth Board of Directors, and deliberated andapproved the Proposal on the Company Meeting the Conditions for the Non-public Offering of A-Shares, the Proposal on the Planfor the Company's Non-public Offering of A-Shares, the Proposal on the Plan for the Non-public Offering of A-Shares of ShenzhenChina Bicycle Company (Holdings) Limited, the Proposal on the Feasibility Analysis Report on the Use of Funds Raised by Non-Public Offering of A-Shares of Shenzhen China Bicycle Company (Holdings) Limited, the Proposal That There Is No Need for theCompany to Prepare a Report on the Use of the Previously Raised Funds, the Proposal on Risk Tips on Diluted Immediate Returns ofNon-Public Offering of A-Shares, Explanations on Taking Filling Measures and Commitments of Relevant Subjects, the Proposal on
Requesting the General Meeting of Shareholders of the Company to Authorize the Board of Directors to Handle Matters Related tothe Non-public Offering of A-Shares with Full Authority, and other matters related to the non-public offering of shares.
2. On December 30, 2020, the company held the Third Interim General Meeting of Shareholders in 2020, deliberated and approvedthe relevant proposals on the private offering, and authorized the board of directors to handle the relevant matters of the privateoffering.
3. On December 7, 2021, the company held the 36
th
(interim) Meeting of the Tenth Board of Directors, deliberated and approved theProposal on Extending the Validity Period of the Resolution on the Company's Non-public Offering of A-Shares and Extending theValidity Period of Authorizing the Board of Directors to Handle Matters Related to the Non-public Offering of A-Shares, extendingthe validity period of the resolution on the non-public offering of A-shares and the validity period of the general meeting ofshareholders authorizing the board of directors to handle all matters related to the non-public offering of A-shares by 12 months fromthe expiration date, namely to December 29, 2022.
4. On December 23, 2021, the company held the Second Interim General Meeting of Shareholders in 2021, deliberated and approvedthe Proposal on Extending the Validity Period of the Resolution on the Company's Non-public Offering of A-Shares and Extendingthe Validity Period of Authorizing the Board of Directors to Handle Matters Related to the Non-public Offering of A-Shares.
5. On October 25, 2021, the non-public offering of shares by the issuer was approved by the Issuance Examination Committee of theChina Securities Regulatory Commission.
6. On November 9, 2021, the China Securities Regulatory Commission issued an approval letter (ZJXK (2021) No. 3552) to theissuer, approving the non-public offering of no more than 137,836,986 new shares by the issuer. The approval will be valid for 12months from the date of approval.
7. On October 21, 2022, Baker Tilly China Certified Public Accountants (Special General Partnership) issued the Capital VerificationReport on the Fund Allocation of Non-Public Offering of A Shares of Shenzhen China Bicycle Company (Holdings) LimitedTZYZ[2022] No.42018. According to the aforementioned report, as of December 21, 2022, the company had made a private offeringof 137,836,986.00 A-shares, totally raising funds of 293,592,780.18 yuan. After deducting the issuance expenses (excluding VAT) of4,765,621.08 yuan, the actual net fund raised by the company was 288,827,159.10 yuan.
8. The company has obtained the Confirmation of Acceptance of Application for Share Registration issued by Shenzhen Branch ofChina Securities Depository and Clearing Co., Ltd. on October 26, 2022, and completed the initial public offering of new shares onthe Shenzhen Stock Exchange on November 7, 2022. Upon completion of the offering, the total share capital of the companyincreased from 551,347,947 shares to 689,184,933 shares.
9. On November 7, 2022, the company’s non-public offering of shares were listed on the Shenzhen Stock Exchange.
2. Changes of total shares and shareholders structure as well as explanation on changes of assets andliability structure
?Applicable □Not applicable
(1)Impact of the non-public offering of share on share capital structure of the Company
After the completion of the private offering, the total capital of the company increased to 689,184,933 shares. At the same time, the
non-public offering resulted in the change of the control of the company, the company was changed from a company withoutcontrolling shareholder and actual controller to a company with controlling shareholder and actual controller, the controllingshareholder of the company was changed to Wansheng Industrial, and the actual controller of the company was changed to Mr. WangShenghong. The changes of the company's share capital structure before and after the non-public offering are as follows:
| Type | Before offering | After offering | ||
| Number of shares (Share) | Ratio in total share capital | Number of shares (Share) | Ratio in total share capital | |
| 1. Restricted shares | 3,957 | 0.00% | 137,842,262 | 20% |
| 2.Unrestricted shares | 551,343,990 | 100.00% | 551,342,671 | 80% |
| 3.Total shares | 551,347,947 | 100.00% | 689,184,933 | 100% |
After the completion of the private offering, the company's equity distribution conforms to the listing conditions stipulated in theShenzhen Stock Exchange Listing Rules.
(2) The impact of private offering on the structure of assets and liabilities
After the completion of the private offering, the total assets and net assets of the company have been increased, and the asset-liabilityratio has decreased correspondingly. The company's operating strength is enhanced, financial structure is more reasonable, debtpaying ability is significantly improved and financing ability is increased, which are conducive to reducing the company's financialrisks and improving the company's comprehensive strength and anti-risk ability.
3. Existing internal staff shares
□Applicable ?Not applicable
III. Shareholders and actual controller of the Company
1. Amount of shareholders and particulars about shares holding
Unit: Share
| Total common shareholders at end of the Period | 46,210 | Total common shareholders at end of last month before annual report disclosed | 46,761 | Total preferred shareholders with voting rights recovered at end of reporting period (if applicable) (found in note 8) | 0 | Total preferred shareholders with voting rights recovered at end of last month before annual report disclosed (if applicable) (found in note 8) | 0 | |
| Particulars about shares held above 5% by shareholders or top ten shareholders | ||||||||
| Full name of Shareholders | Nature of shareholder | Proportion of shares held | Total shareholders at the end of report period | Changes in report period | Amount of restricted shares held | Amount of un-restricted shares held | Information of shares pledged, tagged or frozen | |
| State of share | Amount | |||||||
| Wansheng Industrial | Domestic non-state- | 20.00% | 137,836,986 | 137,836,986 | 137,836,986 | 0 | ||
| Holdings (Shenzhen) Co., Ltd. | owned legal person | |||||||
| Shenzhen Guosheng Energy Investment Development Co., Ltd. | Domestic non-state-owned legal person | 9.22% | 63,508,747 | 0 | 0 | 63,508,747 | ||
| UOB Kay Hian (Hong Kong) Limited | Foreign legal person | 2.31% | 15,907,850 | 0 | 0 | 15,907,850 | ||
| Guosen Securities (HK) Brokerage Co., Ltd. | Foreign legal person | 2.02% | 13,909,425 | 0 | 0 | 13,909,425 | ||
| Shenwan Hongyuan Securities (Hong Kong) Co., Ltd. | Foreign legal person | 1.20% | 8,281,156 | 0 | 0 | 8,281,156 | ||
| Lhasa Xingqing Network Technology Co., Ltd. | Domestic non-state-owned legal person | 0.67% | 4,600,255 | 0 | 0 | 4,600,255 | ||
| Li Huili | Domestic nature person | 0.56% | 3,891,124 | 0 | 0 | 3,891,124 | ||
| Ge Zhiqiong | Domestic nature person | 0.44% | 3,050,452 | -474,700 | 0 | 3,050,452 | ||
| Xu Hongbo | Domestic nature person | 0.42% | 2,927,319 | 0 | 0 | 2,927,319 | ||
| China Merchants Securities (HK) Co., Ltd | Foreign legal person | 0.42% | 2,894,135 | 0 | 0 | 2,894,135 | ||
| Strategy investors or general corporation comes top 10 common stock shareholders due to placement of new shares (if applicable) (see note 3) | N/A | |||||||
| Explanation on associated relationship among the aforesaid shareholders | Li Huili, spouse of Ji Hanfei, the actual controller of Shenzhen Guosheng Energy Investment Development Co., Ltd., holding B-share of the Company on behalf of Shenzhen Guosheng Energy Investment Development Co., Ltd., other than that, the Company does not know whether the other outstanding shareholders are related and whether the shareholders belong to persons acting in concert regulated in the Administration of Disclosure of Information on the Change of Shareholders in Listed Companies. | |||||||
| Description of the above shareholders in relation to | N/A | |||||||
| delegate/entrusted voting rights and abstention from voting rights. | |||
| Special note on the repurchase account among the top 10 shareholders (if applicable) (see note 10) | N/A | ||
| Particular about top ten shareholders with un-restrict shares held | |||
| Shareholders’ name | Amount of un-restrict shares held at Period-end | Type of shares | |
| Type | Amount | ||
| Shenzhen Guosheng Energy Investment Development Co., Ltd. | 63,508,747 | RMB common shares | 63,508,747 |
| UOB Kay Hian (Hong Kong) Limited | 15,907,850 | Domestically listed foreign shares | 15,907,850 |
| Guosen Securities (HK) Brokerage Co., Ltd. | 13,909,425 | Domestically listed foreign shares | 13,909,425 |
| Shenwan Hongyuan Securities (Hong Kong) Co., Ltd. | 8,281,156 | Domestically listed foreign shares | 8,281,156 |
| Lhasa Xingqing Network Technology Co., Ltd. | 4,600,255 | RMB common shares | 4,600,255 |
| Li Huili | 3,891,124 | Domestically listed foreign shares | 3,891,124 |
| Ge Zhiqiong | 3,050,452 | Domestically listed foreign shares | 3,050,452 |
| Xu Hongbo | 2,927,319 | Domestically listed foreign shares | 2,927,319 |
| China Merchants Securities (HK) Co., Ltd | 2,894,135 | Domestically listed foreign shares | 2,894,135 |
| Shenzhen China Bicycle Company (Holdings) Limited -Special account for property disposal of bankrupt enterprise | 2,602,402 | RMB common shares | 1,383,313 |
| Domestically listed foreign shares | 1,219,089 | ||
| Expiation on associated relationship or consistent actors within the top 10 un-restrict shareholders and between top 10 un-restrict shareholders and | Li Huili, spouse of Ji Hanfei, the actual controller of Shenzhen Guosheng Energy Investment Development Co., Ltd., holding B-share of the Company on behalf of Shenzhen Guosheng Energy Investment Development Co., Ltd., other than that, the Company does not know whether the other outstanding shareholders are related and whether the shareholders belong to persons acting in concert regulated in the Administration of Disclosure of Information on the Change of Shareholders in Listed Companies. | ||
| top 10 shareholders | |
| Explanation on top 10 shareholders involving margin business (if applicable) (see note 4) | N/A |
Whether top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held have a buy-backagreement dealing in reporting period
□Yes ?No
The top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held of the Company have nobuy-back agreement dealing in reporting period.
2. Controlling shareholder of the Company
Nature of controlling shareholders: controlled by natural personType of controlling shareholders: Legal person
| Controlling shareholder | Legal person /Responsible person | Establishment date | Organizational Code | Main business |
| Wansheng Industrial Holdings (Shenzhen) Co., Ltd. | Wang Shenghong | 10 May 2016 | 91440300MA5DCB5K9A | Investment in industry (Separately declared for specific item) |
| Shareholdings in other listed companies in and out of China that controlled and participated by the controlling shareholder during reporting period | N/A | |||
Changes of controlling shareholders in reporting period?Applicable □Not applicable
| New controlling shareholder | Wansheng Industrial Holdings (Shenzhen) Co., Ltd. |
| Date of change | 2022-11-28 |
| Designated website for query index | Found more in the Prompt Announcement on Change of the Controlling Shareholder and Actual Controller of the Company Notice No.: 2022043 on Juchao Website (www.cninfo.com.cn) |
| Date of disclosure on designated website | 29 November 2022 |
3. Actual controller and persons acting in concert
Nature of actual controller:Domestic nature personType of actual controller: Natural person
| Actual controller | Relationship with the actual controller | Nationality | Whether to obtain the residency in other countries or regions |
| Wang Shenghong | The person himself | P.R.C | No |
| Principal occupation and position | Wang Shenghong currently is the Chairman of the Company | ||
| The listed companies in and | N/A | ||
out of China that controlledby Wang in the past 10 years
Changes of actual controller in reporting period?Applicable □Not applicable
| Former actual controller | No actual controller |
| New actual controller | Wang Shenghong |
| Date of change | 2022-11-28 |
| Designated website for query index | Found more in the Prompt Announcement on Change of the Controlling Shareholder and Actual Controller of the Company Notice No.: 2022043 on Juchao Website (www.cninfo.com.cn) |
| Date of disclosure on designated website | 29 November 2022 |
Property right and controlling relationship between the actual controller and the Company is as follow:
Actual controller controlling the Company by entrust or other assets management
□Applicable ?Not applicable
4. The total number of shares pledged by controlling shareholders or the first majority shareholder and itspersons acting in concert accounts for 80% of the shares held by them
□Applicable ?Not applicable
5. Particulars about other legal person shareholders with over 10% shares held
□Applicable ?Not applicable
6. Limitation and reducing the holdings of shares of controlling shareholders, actual controllers,restructuring side and other commitment subjects
□Applicable ?Not applicable
IV. The specific implementation of shares buy-back during the reporting periodImplementation progress of shares buy-back
□Applicable ?Not applicable
Implementation progress of the reduction of repurchases shares by centralized bidding
□Applicable ?Not applicable
Section VIII. Preferred Stock
□Applicable ?Not applicable
The Company had no preferred stock in the Period.
Section IX. Corporate Bonds
□Applicable ?Not applicable
Section X. Financial Report
I. Audit Report
| Type of audit opinion | Standard Unqualified Opinion |
| Signing date of audit report | 21 April 2023 |
| Name of audit institute | Baker Tilly China CPA (LLP) |
| Document serial of audit report | Baker Tilly Zi[2023]No.:11694 |
| Name of the CPA | Qu Xianfu, Deng Jun |
Audit report
Baker Tilly Zi[2023]No.:11694
To Shareholders of Shenzhen China Bicycle Company (Holdings) LimitedI. Auditor’s opinionWe have audited the financial statements under the name of Shenzhen China Bicycle Company (Holdings)Limited (hereinafter the “CBC Company”), which included the consolidated and parent company’s balance sheetas of 31 December 2022, the consolidated and parent company’s profit statement, the consolidated and parentcompany’s statement of cash flow and the consolidated statement of changes in equity of the Company and parentcompany’s for the year of 2022, together with the relevant annotations thereto.
We have the view that the attached financial statements are prepared in accordance with the Accounting Standardsfor Business Enterprises in all material aspects, which reflect fairly the consolidated financial position of theCompany and parent company’s as of 31 December 2022 and the operating results and cash flow of the Companyand parent company’s for the year of 2022.II. Basis for audit opinions
We conducted this audit under the requirements of the Auditing Standards of the Certified Public Accountant ofthe PRC. The section headed “Certified Public Accountant’s responsibility for audit of financial statement” in theaudit report has further clarified our responsibilities under these standards. Pursuant to the code of professionalconduct as certified public accountant in the PRC, we are independent of the CBC Company and have performedother responsibility as required by our professional ethics. We believe that the audit evidence obtained by us issufficient and adequate, which provides foundation for us to issue audit opinion.
III. Key audit itemsKey audit items refer to those which in our opinion based on our professional judgment are the most importantissues in respect of audit for the current financial statements. We issue audit opinions on these issues in their entity
and provide no opinions separately for each of them.
| Key audit items | Countermeasures |
1. Revenue recognition
1. Revenue recognition
The CBC Company is mainly engaged in the sales ofbicycles, electric bicycles and related materials, jewelryand accessories. In 2022, revenue from main businesswas441,648,114.02yuan, all of which was generated fromdomestic sales. CBC Company recognizes the salesrevenue when the products are shipped and signed for bythe customers. Due to the significant amount of operationrevenue, the veracity of the revenue and whether it isincluded in the proper accounting period has a significantimpact on the Company’ results of operation for 2022,and may be subject to the potential misstatement.Accordingly, we have identified the revenue recognitionas a key audit matter.
Please refer to the accounting policies described in "28.Revenue" in Note "III. Significant Accounting Policiesand Accounting Estimates" to the Financial Statements,and "25. Operation Revenue and Costs" in "VI. Notes toItems in the Consolidated Financial Statements".
| The CBC Company is mainly engaged in the sales of bicycles, electric bicycles and related materials, jewelry and accessories. In 2022, revenue from main business was441,648,114.02yuan, all of which was generated from domestic sales. CBC Company recognizes the sales revenue when the products are shipped and signed for by the customers. Due to the significant amount of operation revenue, the veracity of the revenue and whether it is included in the proper accounting period has a significant impact on the Company’ results of operation for 2022, and may be subject to the potential misstatement. Accordingly, we have identified the revenue recognition as a key audit matter. Please refer to the accounting policies described in "28. Revenue" in Note "III. Significant Accounting Policies and Accounting Estimates" to the Financial Statements, and "25. Operation Revenue and Costs" in "VI. Notes to Items in the Consolidated Financial Statements". | The main audit procedures we performed for revenue recognition are as follows: 1. Understand, evaluate and test the effectiveness of the design and operation of internal control related to sales and collection of Shenzhen China Bicycle Company. 2. Check the relevant terms of the customer contract, concern whether the pricing method, acceptance method, delivery place and lead time, settlement method, etc. have changed, and evaluate whether the revenue recognition of CBC Company complies with the provisions of the Accounting Standards for Business Enterprises and whether it is consistent with the disclosed accounting policies . 3. Inquire and understand the background information of major customers through public channels, such as industrial and commercial registration information, to confirm whether there is a potential unidentified related party relationship between the customer and Shenzhen China Bicycle Company and related parties. 4. Check the online sales customer information (such as contact number, contact address, order time, etc.) to evaluate the authenticity and rationality of online sales; check the market prices of main materials, and analyze the rationality of fluctuations in gross profit margins. 5. Confirm the current transaction amount and payment balance to major customers, and visit important customers to verify the authenticity of the revenue recognition of Shenzhen China Bicycle Company. 6. Check the main customer contracts, incoming and outgoing records, delivery notes and delivery receipt records, etc. 7. Check the delivery notes within a certain period before and after the balance sheet date, pay attention to the date of receipt, and confirm whether the revenue recognition is included in the correct accounting period. |
| Key audit items | Countermeasures |
2. Impairment of account receivable
2. Impairment of account receivable
As of December 31, 2022, balance of account receivableunder the name of CBC Company was 272,323,748.95yuan, balance of bad debt provision was 22,254,447.02yuan. Due to the significant amount of account receivableand the assessment of the bad debt provision involvessignificant management judgment. Accordingly, weidentified the impairment of account receivable as a keyaudit matter.
Please refer to the accounting policies described in "12.Account receivable" in Note "III. Significant AccountingPolicies and Accounting Estimates" to the financialstatements, and "3. Account receivable" in "VI. Notes toItems in the Consolidated Financial Statements"
| As of December 31, 2022, balance of account receivable under the name of CBC Company was 272,323,748.95 yuan, balance of bad debt provision was 22,254,447.02 yuan. Due to the significant amount of account receivable and the assessment of the bad debt provision involves significant management judgment. Accordingly, we identified the impairment of account receivable as a key audit matter. Please refer to the accounting policies described in "12. Account receivable" in Note "III. Significant Accounting Policies and Accounting Estimates" to the financial statements, and "3. Account receivable" in "VI. Notes to Items in the Consolidated Financial Statements" | Our main audit procedures for the impairment of account receivable are as follows: 1. Understand and test the effectiveness of the design and operation of internal control related to account receivable management. 2. Review the rationality and consistency of the management’s accounting policies for the provision for bad debts of account receivable, and review whether the major standards of single amount determined by the management are reasonable. 3. For account receivable with separate provision for bad debts, select samples to obtain the basis for the management to estimate the expected future recoverable amount, including customer credit records, default or delayed payment records and actual repayment after the period, and review its rationality. 4. For the account receivable for which the bad debt provision is made according to the aging analysis method, analyze the rationality of the accounting estimate of the bad debt provision for the account receivable of Shenzhen China Bicycle Company, and select samples to test the accuracy of the aging. |
IV. Other informationThe management of CBC Company (hereinafter, the Management) is responsible for other information, whichincludes the information covered in the Annual Report of 2022 except for the financial statements and our auditreport.Our audit opinion issued on financial statement does not cover other information, and we would not issue anyform of verification conclusion for those information.To prepare our audit on financial statement, we are required to read other information, and during the procedure,to consider that whether other information differs materially from the financial statement or the informationobtained by us during the audit or whether there exits material error.Based on the works done by us, in case we find any material error in other information, we shall report this fact.
In this regard, we have nothing to report.V.Management’s responsibility for financial statementThe Management is responsible for preparing financial statements according to the Business AccountingStandards which make fair reflection, and for designing, implementing and maintaining necessary internal controlsystem to make sure that there is no material misstatement in the financial statements due to fraud or mistake.
When preparing the financial statements, the management is responsible for assessing the Company’s ability ofcontinuous operation, disclosing the matters relating to continuous operation (if applicable) and applying theassumption of continuous operation, unless the management plans to liquidate the Company, terminate operationor has no other practicable choice.
The governance is responsible for monitoring the financial reporting process of the CBC Company.
VI. Auditor’s responsibility for audit of the financial statementsOur objectives are to obtain reasonable assurance about whether these financial statements as a whole are freefrom material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes ouropinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted inaccordance with auditing standards will always be found in the presence of a material misstatement.Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, theycould reasonably be expected to influence the economic decisions of users taken on the basis of these financialstatements.
As part of an audit in accordance with auditing standards, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:
(1) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control.
(2) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances.
(3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
(4) Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based onthe audit evidence obtained, whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Company’s ability to continue as a going concern. If we conclude that a materialuncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in thesefinancial statements or, if such disclosures are inadequate, we have to modify our opinion. Our conclusions arebased on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditionsmay cause the Company to cease to continue as a going concern.
(5) Evaluate the overall presentation, structure and content of the financial statements, and whether the financialstatements represent the underlying transactions and events in a manner that achieves fair presentation.
(6) Obtain adequate and appropriate audit evidence in relation to the financial information of the entities orbusiness transactions of the Company, in order to issue audit opinion on the financial statement. We areresponsible for guiding, supervising and executing the audit for the Group, and we accept full responsibility forthe audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that weidentify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence, and related safeguards (if applicable).
From the matters communicated with those charged with governance, we determine those matters that were ofmost significance in the audit of the financial statements of the current period and are therefore the key auditmatters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances, we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.II. Financial statement
Unit in note of financial statement refers to CNY: RMB (Yuan)
1. Consolidated Balance Sheet
Prepared by Shenzhen China Bicycle Company (Holdings) Limited
December 31, 2022
Unit: RMB/CNY
| Item | December 31, 2022 | January 1, 2022 |
| Current assets: | ||
| Monetary fund | 54,699,491.18 | 33,246,957.92 |
| Settlement provisions | ||
| Capital lent | ||
| Trading financial assets | ||
| Derivative financial assets | ||
| Note receivable | 1,102,000.00 | |
| Account receivable | 250,069,301.93 | 46,850,083.59 |
| Receivable financing | ||
| Accounts paid in advance | 4,286,935.15 | 1,300,408.57 |
| Insurance receivable | ||
| Reinsurance receivables | ||
| Contract reserve of reinsurance receivable | ||
| Other account receivable | 438,477.82 | 494,695.27 |
| Including: Interest receivable | ||
| Dividend receivable | ||
| Buying back the sale of financial assets | ||
| Inventory | 48,206,866.81 | 8,248,573.77 |
| Contractual assets | ||
| Assets held for sale | ||
| Non-current asset due within one year | ||
| Other current assets | 35,453,106.62 | 1,814,200.53 |
| Total current assets | 394,256,179.51 | 91,954,919.65 |
| Non-current assets: | ||
| Loans and payments on behalf | ||
| Debt investment | ||
| Other debt investment | ||
| Long-term account receivable | ||
| Long-term equity investment | ||
| Investment in other equity instrument | ||
| Other non-current financial assets | ||
| Investment real estate | ||
| Fix assets | 2,304,402.38 | 3,439,212.00 |
| Construction in progress | ||
| Productive biological asset | ||
| Oil and gas asset | ||
| Right-of-use assets | 173,936.71 | 1,505,258.90 |
| Intangible assets | ||
| Expense on Research and |
| Development | ||
| Goodwill | ||
| Long-term expenses to be apportioned | ||
| Deferred income tax asset | 118,969.33 | 64,046.67 |
| Other non-current assets | 400,000.00 | 400,000.00 |
| Total non-current assets | 2,997,308.42 | 5,408,517.57 |
| Total assets | 397,253,487.93 | 97,363,437.22 |
| Current liabilities: | ||
| Short-term loans | ||
| Loan from central bank | ||
| Capital borrowed | ||
| Trading financial liability | ||
| Derivative financial liability | ||
| Note payable | ||
| Account payable | 2,877,423.23 | 8,297,306.34 |
| Accounts received in advance | ||
| Contractual liability | 791,762.84 | 124,328.07 |
| Selling financial asset of repurchase | ||
| Absorbing deposit and interbank deposit | ||
| Security trading of agency | ||
| Security sales of agency | ||
| Wage payable | 769,992.42 | 923,477.10 |
| Taxes payable | 38,144,508.36 | 911,506.52 |
| Other account payable | 48,621,087.98 | 61,407,301.04 |
| Including: Interest payable | ||
| Dividend payable | ||
| Commission charge and commission payable | ||
| Reinsurance payable | ||
| Liability held for sale | ||
| Non-current liabilities due within one year | 210,892.38 | 1,456,782.04 |
| Other current liabilities | 102,929.16 | 11,700.06 |
| Total current liabilities | 91,518,596.37 | 73,132,401.17 |
| Non-current liabilities: | ||
| Insurance contract reserve | ||
| Long-term loans | ||
| Bonds payable | ||
| Including: Preferred stock | ||
| Perpetual bonds | ||
| Lease liability | 228,302.37 | |
| Long-term account payable |
| Long-term wages payable | ||
| Accrual liability | 887,342.00 | |
| Deferred income | ||
| Deferred income tax liabilities | ||
| Other non-current liabilities | ||
| Total non-current liabilities | 887,342.00 | 228,302.37 |
| Total liabilities | 92,405,938.37 | 73,360,703.54 |
| Owner’s equity: | ||
| Share capital | 689,184,933.00 | 551,347,947.00 |
| Other equity instrument | ||
| Including: Preferred stock | ||
| Perpetual bonds | ||
| Capital public reserve | 778,824,470.95 | 627,834,297.85 |
| Less: Inventory shares | ||
| Other comprehensive income | ||
| Reasonable reserve | ||
| Surplus public reserve | 32,673,227.01 | 32,673,227.01 |
| Provision of general risk | ||
| Retained profit | -1,210,553,312.45 | -1,202,936,933.70 |
| Total owner’ s equity attributable to parent company | 290,129,318.51 | 8,918,538.16 |
| Minority interests | 14,718,231.05 | 15,084,195.52 |
| Total owner’ s equity | 304,847,549.56 | 24,002,733.68 |
| Total liabilities and owner’ s equity | 397,253,487.93 | 97,363,437.22 |
Legal Representative: Li Hai Person in charge of Accounting Works: Sun Longlong Person in charge of AccountingInstitution: She Hanxing
2. Balance Sheet of Parent Company
Unit: RMB/CNY
| Item | December 31, 2022 | January 1, 2022 |
| Current assets: | ||
| Monetary fund | 44,090,324.53 | 7,613,043.60 |
| Trading financial assets | ||
| Derivative financial assets | ||
| Note receivable | 400,000.00 | |
| Account receivable | 213,762,895.33 | 22,842,513.86 |
| Receivable financing | ||
| Accounts paid in advance | 39,465,026.86 | 586,425.80 |
| Other account receivable | 209,606.79 | 70,451.01 |
| Including: Interest receivable | ||
| Dividend receivable | ||
| Inventory | 42,640,812.21 | 73,037.28 |
| Contractual assets | ||
| Assets held for sale | ||
| Non-current asset due within one year | ||
| Other current assets | 1,814,200.53 |
| Total current assets | 340,568,665.72 | 32,999,672.08 |
| Non-current assets: | ||
| Debt investment | ||
| Other debt investment | ||
| Long-term account receivable | ||
| Long-term equity investment | 19,960,379.73 | 19,960,379.73 |
| Investment in other equity instrument | ||
| Other non-current financial assets | ||
| Investment real estate | ||
| Fix assets | 2,209,564.35 | 3,265,329.99 |
| Construction in progress | ||
| Productive biological asset | ||
| Oil and gas asset | ||
| Right-of-use assets | 105,403.37 | 421,613.45 |
| Intangible assets | ||
| Expense on Research and Development | ||
| Goodwill | ||
| Long-term expenses to be apportioned | ||
| Deferred income tax asset | ||
| Other non-current assets | 400,000.00 | 400,000.00 |
| Total non-current assets | 22,675,347.45 | 24,047,323.17 |
| Total assets | 363,244,013.17 | 57,046,995.25 |
| Current liabilities: | ||
| Short-term loans | ||
| Trading financial liability | ||
| Derivative financial liability | ||
| Note payable | ||
| Account payable | 275,843.19 | 364,394.75 |
| Accounts received in advance | ||
| Contractual liability | 90,000.44 | |
| Wage payable | 403,771.82 | 561,350.41 |
| Taxes payable | 35,797,995.48 | 15,603.18 |
| Other account payable | 40,465,510.28 | 52,710,433.54 |
| Including: Interest payable | ||
| Dividend payable | ||
| Liability held for sale | ||
| Non-current liabilities due within one year | 121,977.23 | 323,646.60 |
| Other current liabilities | 11,700.06 | |
| Total current liabilities | 77,065,098.00 | 54,077,128.98 |
| Non-current liabilities: | ||
| Long-term loans |
| Bonds payable | ||
| Including: Preferred stock | ||
| Perpetual bonds | ||
| Lease liability | 121,974.19 | |
| Long-term account payable | ||
| Long-term wages payable | ||
| Accrual liability | 878,000.00 | |
| Deferred income | ||
| Deferred income tax liabilities | ||
| Other non-current liabilities | ||
| Total non-current liabilities | 878,000.00 | 121,974.19 |
| Total liabilities | 77,943,098.00 | 54,199,103.17 |
| Owner’s equity: | ||
| Share capital | 689,184,933.00 | 551,347,947.00 |
| Other equity instrument | ||
| Including: Preferred stock | ||
| Perpetual bonds | ||
| Capital public reserve | 778,824,470.95 | 627,834,297.85 |
| Less: Inventory shares | ||
| Other comprehensive income | ||
| Reasonable reserve | ||
| Surplus public reserve | 32,673,227.01 | 32,673,227.01 |
| Retained profit | -1,215,381,715.79 | -1,209,007,579.78 |
| Total owner’ s equity | 285,300,915.17 | 2,847,892.08 |
| Total liabilities and owner’ s equity | 363,244,013.17 | 57,046,995.25 |
3. Consolidated Profit Statement
Unit: RMB/CNY
| Item | 2022 | 2021 |
| I. Total operation revenue | 444,762,238.25 | 165,246,577.95 |
| Including: Operation revenue | 444,762,238.25 | 165,246,577.95 |
| Interest income | ||
| Insurance gained | ||
| Commission charge and commission income | ||
| II. Total operation cost | 434,584,382.03 | 164,230,093.26 |
| Including: Operation cost | 416,884,753.17 | 152,606,986.59 |
| Interest expense | ||
| Commission charge and commission expense | ||
| Cash surrender value | ||
| Net amount of expense of compensation | ||
| Net amount of withdrawal of insurance contract reserve | ||
| Bonus expense of guarantee |
| slip | ||
| Reinsurance expense | ||
| Tax and surcharge | 3,757,974.70 | 116,707.39 |
| Sales expenses | 5,688,257.68 | 3,303,956.30 |
| Administrative expenses | 7,525,176.16 | 6,154,605.29 |
| R&D expenses | 924,567.70 | 2,037,197.58 |
| Financial expenses | -196,347.38 | 10,640.11 |
| Including: Interest expenses | ||
| Interest income | 272,353.25 | 127,249.64 |
| Add: Other income | 146,351.13 | 400,392.20 |
| Investment income (Loss is listed with “-”) | ||
| Including: Investment income on affiliated company and joint venture | ||
| The termination of income recognition for financial assets measured by amortized cost | ||
| Exchange income (Loss is listed with “-”) | ||
| Net exposure hedging income (Loss is listed with “-”) | ||
| Income from change of fair value (Loss is listed with “-”) | ||
| Loss of credit impairment (Loss is listed with “-”) | -15,516,772.44 | -2,398,980.61 |
| Impairment loss on assets(Loss is listed with “-”) | -840,361.84 | -99,941.65 |
| Income from assets disposal (Loss is listed with “-”) | -16,957.53 | |
| III. Operation profit (Loss is listed with “-”) | -6,049,884.46 | -1,082,045.37 |
| Add: Non-operating income | 4,081,450.75 | 5,680,409.27 |
| Less: Non-operating expense | 4,744,024.13 | 5,303,959.22 |
| IV. Total profit (Loss is listed with “-”) | -6,712,457.84 | -705,595.32 |
| Less: Income tax expense | 1,269,885.38 | 933,960.68 |
| V. Net profit (Net loss is listed with “-”) | -7,982,343.22 | -1,639,556.00 |
| (i) Classify by business continuity | ||
| 1.Continuous operating net profit (net loss listed with ‘-”) | -7,982,343.22 | -1,639,556.00 |
| 2.Termination of net profit (net loss listed with ‘-”) | ||
| (ii) Classify by ownership | ||
| 1.Net profit attributable to shareholders of parent company | -7,616,378.75 | -1,986,692.82 |
| 2.Minority shareholders’ gains and losses | -365,964.47 | 347,136.82 |
| VI. Net other comprehensive income after taxation |
| Net other comprehensive income attributable to owners of parent company after taxation | ||
| (i) Other comprehensive income items which will not be reclassified subsequently to profit of loss | ||
| 1.Changes of the defined benefit plans that re-measured | ||
| 2.Other comprehensive income under equity method that cannot be transfer to gain/loss | ||
| 3.Change of fair value of investment in other equity instrument | ||
| 4.Fair value change of enterprise's credit risk | ||
| 5. Other | ||
| (ii) Other comprehensive income items which will be reclassified subsequently to profit or loss | ||
| 1.Other comprehensive income under equity method that can transfer to gain/loss | ||
| 2.Change of fair value of other debt investment | ||
| 3.Amount of financial assets re-classify to other comprehensive income | ||
| 4.Credit impairment provision for other debt investment | ||
| 5.Cash flow hedging reserve | ||
| 6.Translation differences arising on translation of foreign currency financial statements | ||
| 7.Other | ||
| Net other comprehensive income attributable to minority shareholders after taxation | ||
| VII. Total comprehensive income | -7,982,343.22 | -1,639,556.00 |
| Total comprehensive income attributable to owners of parent Company | -7,616,378.75 | -1,986,692.82 |
| Total comprehensive income attributable to minority shareholders | -365,964.47 | 347,136.82 |
| VIII. Earnings per share: | ||
| (i)Basic EPS | -0.013 | -0.004 |
| (ii)Diluted EPS | -0.013 | -0.004 |
As for the enterprise combined under the same control, net profit of 0 Yuan achieved by the merged party before combinationwhile 0 Yuan achieved last period.
Legal Representative: Li Hai Person in charge of Accounting Works: Sun Longlong Person in charge of AccountingInstitution: She Hanxing
4. Profit Statement of Parent Company
Unit: RMB/CNY
| Item | 2022 | 2021 |
| I.Operation revenue | 267,241,929.51 | 28,199,223.50 |
| Less:Operation cost | 253,488,605.37 | 24,333,256.69 |
| Tax and surcharge | 3,606,282.77 | 18,043.30 |
| Sales expenses | 489,404.45 | 688,541.79 |
| Administrative expenses | 2,191,110.35 | 1,765,358.61 |
| R&D expenses | 396,209.62 | 2,037,197.58 |
| Financial expenses | -40,271.90 | -56,830.88 |
| Including: Interest expenses | 15,022.20 | 30,342.02 |
| Interest income | 60,656.53 | 97,007.00 |
| Add: Other income | 126,559.52 | 392,001.91 |
| Investment income (Loss is listed with “-”) | ||
| Including: Investment income on affiliated company and joint venture | ||
| The termination of income recognition for financial assets measured by amortized cost(Loss is listed with “-”) | ||
| Net exposure hedging income (Loss is listed with “-”) | ||
| Income from change of fair value (Loss is listed with “-”) | ||
| Loss of credit impairment (Loss is listed with “-”) | -11,110,711.22 | -2,700,794.63 |
| Impairment loss on assets(Loss is listed with “-”) | -729,605.75 | 72,937.26 |
| Income from assets disposal (Loss is listed with “-”) | -16,957.53 | |
| II. Operation profit(Loss is listed with “-”) | -4,620,126.13 | -2,822,199.05 |
| Add: Non-operating income | 4,078,353.41 | 5,587,466.85 |
| Less: Non-operating expense | 4,715,083.72 | 5,182,300.00 |
| III. Total profit (Total losses are listed with “-”) | -5,256,856.44 | -2,417,032.20 |
| Less: Income tax expense | 1,117,279.57 | |
| IV. Net profit (Net loss is listed with “-”) | -6,374,136.01 | -2,417,032.20 |
| (i)Continuous operating net profit (net loss listed with ‘-”) | -6,374,136.01 | -2,417,032.20 |
| (ii)Termination of net profit (net loss listed with ‘-”) | ||
| V. Net other comprehensive income after taxation | ||
| (i) Other comprehensive income items which will not be reclassified subsequently to profit of loss | ||
| 1.Changes of the defined benefit plans that re-measured | ||
| 2.Other comprehensive income under equity method that cannot be |
| transfer to gain/loss | ||
| 3.Change of fair value of investment in other equity instrument | ||
| 4.Fair value change of enterprise's credit risk | ||
| 5. Other | ||
| (ii) Other comprehensive income items which will be reclassified subsequently to profit or loss | ||
| 1.Other comprehensive income under equity method that can transfer to gain/loss | ||
| 2.Change of fair value of other debt investment | ||
| 3.Amount of financial assets re-classify to other comprehensive income | ||
| 4.Credit impairment provision for other debt investment | ||
| 5.Cash flow hedging reserve | ||
| 6.Translation differences arising on translation of foreign currency financial statements | ||
| 7.Other | ||
| VI. Total comprehensive income | -6,374,136.01 | -2,417,032.20 |
| VII. Earnings per share: | ||
| (i)Basic EPS | ||
| (ii)Diluted EPS |
5. Consolidated Cash Flow Statement
Unit: RMB/CNY
| Item | 2022 | 2021 |
| I. Cash flows arising from operating activities: | ||
| Cash received from selling commodities and providing labor services | 280,153,474.61 | 187,241,639.89 |
| 客Net increase of customer deposit and interbank deposit | ||
| Net increase of loan from central bank | ||
| Net increase of capital borrowed from other financial institution | ||
| Cash received from original insurance contract fee | ||
| Net cash received from reinsurance business | ||
| Net increase of insured savings and investment | ||
| Cash received from interest, commission charge and commission | ||
| Net increase of capital borrowed | ||
| Net increase of capital from repurchase business | ||
| Net cash received by agents in sale |
| and purchase of securities | ||
| Write-back of tax received | 211,285.93 | 51,574.09 |
| Other cash received concerning operating activities | 9,804,457.72 | 20,966,639.22 |
| Subtotal of cash in-flow arising from operation activity | 290,169,218.26 | 208,259,853.20 |
| Cash paid for purchasing commodities and receiving labor service | 522,417,130.69 | 169,402,197.88 |
| Net increase of customer loans and advances | ||
| Net increase of deposits in central bank and interbank | ||
| Cash paid for original insurance contract compensation | ||
| Net increase of capital lent | ||
| Cash paid for interest, handling charge and commission | ||
| Cash paid for bonus of guarantee slip | ||
| Cash paid to/for staff | 5,682,412.88 | 8,534,075.79 |
| Taxes paid | 1,289,781.65 | 816,292.62 |
| Other cash paid concerning operating activities | 22,198,959.07 | 13,833,354.04 |
| Subtotal of cash out-flow arising from operation activity | 551,588,284.29 | 192,585,920.33 |
| Net cash flow arising from operating activities | -261,419,066.03 | 15,673,932.87 |
| II. Cash flows arising from investing activities: | ||
| Cash received from recovering investment | ||
| Cash received from investment income | ||
| Net cash received from disposal of fixed, intangible and other long-term assets | 50,000.00 | |
| Net cash received from disposal of subsidiaries and other units | ||
| Other cash received concerning investing activities | ||
| Subtotal of cash in-flow arising from investment activity | 50,000.00 | |
| Cash paid for purchasing fixed, intangible and other long-term assets | 40,164.10 | 18,890.56 |
| Cash paid for investment | ||
| Net increase of mortgaged loans | ||
| Net cash received from subsidiaries and other units obtained | ||
| Other cash paid concerning investing activities | ||
| Subtotal of cash out-flow arising from investment activity | 40,164.10 | 18,890.56 |
| Net cash flow arising from investment activities | 9,835.90 | -18,890.56 |
| III. Cash flows arising from financing activities: |
| Cash received from absorbing investment | 290,292,780.18 | |
| Including: Cash received from absorbing minority shareholders’ investment by subsidiaries | ||
| Cash received from loans | ||
| Other cash received concerning financing activities | 9,000,000.00 | |
| Subtotal of cash in-flow arising from financing activity | 299,292,780.18 | |
| Cash paid for settling debts | ||
| Cash paid for dividend and profit distributing or interest paying | ||
| Including: Dividend and profit of minority shareholder paid by subsidiaries | ||
| Other cash paid concerning financing activities | 20,207,638.62 | 2,296,062.44 |
| Subtotal of cash out-flow arising from financing activity | 20,207,638.62 | 2,296,062.44 |
| Net cash flow arising from financing activities | 279,085,141.56 | -2,296,062.44 |
| IV. Influence on cash and cash equivalents due to fluctuation in exchange rate | ||
| V. Net increased amount of cash and cash equivalent | 17,675,911.43 | 13,358,979.87 |
| Add: Balance of cash and cash equivalents at the period -begin | 33,246,957.92 | 19,887,978.05 |
| VI. Balance of cash and cash equivalents at the period -end | 50,922,869.35 | 33,246,957.92 |
6. Cash Flow Statement of Parent Company
Unit: RMB/CNY
| Item | 2022 | 2021 |
| I. Cash flows arising from operating activities: | ||
| Cash received from selling commodities and providing labor services | 99,421,799.26 | 25,119,322.27 |
| Write-back of tax received | ||
| Other cash received concerning operating activities | 26,085,946.66 | 22,351,912.54 |
| Subtotal of cash in-flow arising from operation activity | 125,507,745.92 | 47,471,234.81 |
| Cash paid for purchasing commodities and receiving labor service | 336,871,285.17 | 21,110,201.92 |
| Cash paid to/for staff | 1,220,883.46 | 5,707,424.68 |
| Taxes paid | 460,792.02 | 175,913.72 |
| Other cash paid concerning operating activities | 34,421,627.82 | 21,881,881.87 |
| Subtotal of cash out-flow arising from operation activity | 372,974,588.47 | 48,875,422.19 |
| Net cash flow arising from operating activities | -247,466,842.55 | -1,404,187.38 |
| II. Cash flows arising from investing |
| activities: | ||
| Cash received from recovering investment | ||
| Cash received from investment income | ||
| Net cash received from disposal of fixed, intangible and other long-term assets | 50,000.00 | |
| Net cash received from disposal of subsidiaries and other units | ||
| Other cash received concerning investing activities | ||
| Subtotal of cash in-flow arising from investment activity | 50,000.00 | |
| Cash paid for purchasing fixed, intangible and other long-term assets | 5,272.56 | |
| Cash paid for investment | ||
| Net cash received from subsidiaries and other units obtained | ||
| Other cash paid concerning investing activities | ||
| Subtotal of cash out-flow arising from investment activity | 5,272.56 | |
| Net cash flow arising from investment activities | 50,000.00 | -5,272.56 |
| III. Cash flows arising from financing activities: | ||
| Cash received from absorbing investment | 290,292,780.18 | |
| Cash received from loans | ||
| Other cash received concerning financing activities | 9,000,000.00 | |
| Subtotal of cash in-flow arising from financing activity | 299,292,780.18 | |
| Cash paid for settling debts | ||
| Cash paid for dividend and profit distributing or interest paying | ||
| Other cash paid concerning financing activities | 19,085,278.53 | 1,074,521.05 |
| Subtotal of cash out-flow arising from financing activity | 19,085,278.53 | 1,074,521.05 |
| Net cash flow arising from financing activities | 280,207,501.65 | -1,074,521.05 |
| IV. Influence on cash and cash equivalents due to fluctuation in exchange rate | ||
| V. Net increased amount of cash and cash equivalent | 32,790,659.10 | -2,483,980.99 |
| Add: Balance of cash and cash equivalents at the period -begin | 7,613,043.60 | 10,097,024.59 |
| VI. Balance of cash and cash equivalents at the period -end | 40,403,702.70 | 7,613,043.60 |
7. Statement of Changes in Owners’ Equity (Consolidated)
Current amount
Unit: RMB/CNY
| Item | 2022 | ||||||||||||||
| Owners’ equity attributable to the parent Company | Minority interests | Total owner’ s equity | |||||||||||||
| Share capital | Other equity instrument | Capital public reserve | Less: Inventory shares | Other comprehensive income | Reasonable reserve | Surplus public reserve | Provision of general risk | Retained profit | Other | Subtotal | |||||
| Preferred stock | Perpetual bonds | Other | |||||||||||||
| I. The ending balance of the previous year | 551,347,947.00 | 627,834,297.85 | 32,673,227.01 | -1,202,936,933.70 | 8,918,538.16 | 15,084,195.52 | 24,002,733.68 | ||||||||
| Add: Changes of accounting policy | |||||||||||||||
| 前Error correction of the last period | |||||||||||||||
| 同Enterprise combine under the same control | |||||||||||||||
| Othe | |||||||||||||||
| r | |||||||||||||||
| II. The beginning balance of the current year | 551,347,947.00 | 627,834,297.85 | 32,673,227.01 | -1,202,936,933.70 | 8,918,538.16 | 15,084,195.52 | 24,002,733.68 | ||||||||
| III. Increase/ Decrease in the period (Decrease is listed with “-”) | 137,836,986.00 | 150,990,173.10 | -7,616,378.75 | 281,210,780.35 | -365,964.47 | 280,844,815.88 | |||||||||
| (i) Total comprehensive income | -7,616,378.75 | -7,616,378.75 | -365,964.47 | -7,982,343.22 | |||||||||||
| (ii) Owners’ devoted and decreased capital | 137,836,986.00 | 150,990,173.10 | 288,827,159.10 | 288,827,159.10 | |||||||||||
| 1．Common shares invested by | 137,836,986.00 | 150,990,173.10 | 288,827,159.10 | 288,827,159.10 |
| owners | |||||||||||||||
| 2．Capital invested by holders of other equity instruments | |||||||||||||||
| 3． Amount reckoned into owners equity with share-based payment | |||||||||||||||
| 4．Other | |||||||||||||||
| (iii) Profit distribution | |||||||||||||||
| 1．Withdrawal of surplus public reserve | |||||||||||||||
| 2．Withdraw |
| al of general risk provisions | |||||||||||||||
| 3．Distribution for owners (or shareholders) | |||||||||||||||
| 4．Other | |||||||||||||||
| (iv)Carrying forward internal owners’ equity | |||||||||||||||
| 1．Transfer of capital reserves to capital (or share capital) | |||||||||||||||
| 2．Transfer of surplus public reserves to capital (or |
| share capital) | |||||||||||||||
| 3．Remedying loss with surplus public reserve | |||||||||||||||
| 4．Carry-over retained earnings from the defined benefit plans | |||||||||||||||
| 5．Carry-over retained earnings from other comprehensive income | |||||||||||||||
| 6．Other | |||||||||||||||
| (v)Reasonable reserve | |||||||||||||||
| 1． |
| Withdrawal in the current period | |||||||||||||||
| 2．Usage in the current period | |||||||||||||||
| (vi) Other | |||||||||||||||
| IV. Balance at the end of the period | 689,184,933.00 | 778,824,470.95 | 32,673,227.01 | -1,210,553,312.45 | 290,129,318.51 | 14,718,231.05 | 304,847,549.56 |
Amount of the previous period
Unit: RMB/CNY
| Item | 2021 | ||||||||||||||
| Owners’ equity attributable to the parent Company | Minority interests | Total owner’ s equity | |||||||||||||
| Share capital | Other equity instrument | Capital public reserve | Less: Inventory shares | Other comprehensive income | Reasonable reserve | Surplus public reserve | Provision of general risk | Retained profit | Other | Subtotal | |||||
| Preferred stock | Perpetual bonds | Other | |||||||||||||
| I. The ending balance of the previous year | 551,347,947.00 | 627,834,297.85 | 32,673,227.01 | -1,200,950,240.88 | 10,905,230.98 | 14,737,058.70 | 25,642,289.68 | ||||||||
| Add: | |||||||||||||||
| Changes of accounting policy | |||||||||||||||
| 前Error correction of the last period | |||||||||||||||
| 同Enterprise combine under the same control | |||||||||||||||
| 其Other | |||||||||||||||
| II. The beginning balance of the current year | 551,347,947.00 | 627,834,297.85 | 32,673,227.01 | -1,200,950,240.88 | 10,905,230.98 | 14,737,058.70 | 25,642,289.68 | ||||||||
| III. Increase/ Decrease in the period (Decrease is liste | -1,986,692.82 | -1,986,692.82 | 347,136.82 | -1,639,556.00 |
| d with “-”) | |||||||||||||||
| (i) Total comprehensive income | -1,986,692.82 | -1,986,692.82 | 347,136.82 | -1,639,556.00 | |||||||||||
| (ii) Owners’ devoted and decreased capital | |||||||||||||||
| 1．Common shares invested by owners | |||||||||||||||
| 2．Capital invested by holders of other equity instruments | |||||||||||||||
| 3． Amount reckoned into owners equit |
| y with share-based payment | |||||||||||||||
| 4．Other | |||||||||||||||
| (iii) Profit distribution | |||||||||||||||
| 1．Withdrawal of surplus public reserve | |||||||||||||||
| 2．Withdrawal of general risk provisions | |||||||||||||||
| 3．Distribution for owners (or shareholders) | |||||||||||||||
| 4．Other | |||||||||||||||
| (iv)Carrying forward |
| internal owners’ equity | |||||||||||||||
| 1．Transfer of capital reserves to capital (or share capital) | |||||||||||||||
| 2．Transfer of surplus public reserves to capital (or share capital) | |||||||||||||||
| 3．Remedying loss with surplus public reserve | |||||||||||||||
| 4．Carry-over retained earnings from the |
| defined benefit plans | |||||||||||||||
| 5．Carry-over retained earnings from other comprehensive income | |||||||||||||||
| 6．Other | |||||||||||||||
| (v)Reasonable reserve | |||||||||||||||
| 1．Withdrawal in the current period | |||||||||||||||
| 2．Usage in the current period | |||||||||||||||
| (vi) Other | |||||||||||||||
| IV. Balance at the | 551,347,947.00 | 627,834,297.85 | 32,673,227.01 | -1,202,936,933.70 | 8,918,538.16 | 15,084,195.52 | 24,002,733.68 |
endoftheperiod
8. Statement of Changes in Owners’ Equity (Parent Company)
Current amount
Unit: RMB/CNY
| Item | 2022 | |||||||||||
| Share capital | Other equity instrument | Capital public reserve | Less: Inventory shares | Other comprehensive income | Reasonable reserve | Surplus public reserve | Retained profit | Other | Total owner’ s equity | |||
| Preferred stock | Perpetual bonds | Other | ||||||||||
| I. The ending balance of the previous year | 551,347,947.00 | 627,834,297.85 | 32,673,227.01 | -1,209,007,579.78 | 2,847,892.08 | |||||||
| Add: Changes of accounting policy | ||||||||||||
| 前Error correction of the last period | ||||||||||||
| 其Other | ||||||||||||
| II. The beginning balance of the current year | 551,347,947.00 | 627,834,297.85 | 32,673,227.01 | -1,209,007,579.78 | 2,847,892.08 | |||||||
| III. Increase/ Decrease in the | 137,836,986.00 | 150,990,173.10 | -6,374,136.01 | 282,453,023.09 | ||||||||
| period (Decrease is listed with “-”) | ||||||||||||
| (i) Total comprehensive income | -6,374,136.01 | -6,374,136.01 | ||||||||||
| (ii) Owners’ devoted and decreased capital | 137,836,986.00 | 150,990,173.10 | 288,827,159.10 | |||||||||
| 1．Common shares invested by owners | 137,836,986.00 | 150,990,173.10 | 288,827,159.10 | |||||||||
| 2．Capital invested by holders of other equity instruments | ||||||||||||
| 3． Amount reckoned into owners equity with share-based payment | ||||||||||||
| 4．Other | ||||||||||||
| (iii) Profit distribution | ||||||||||||
| 1．Wi |
| thdrawal of surplus public reserve | ||||||||||||
| 2．Distribution for owners (or shareholders) | ||||||||||||
| 3．Other | ||||||||||||
| (iv)Carrying forward internal owners’ equity | ||||||||||||
| 1．Transfer of capital reserves to capital (or share capital) | ||||||||||||
| 2．Transfer of surplus public reserves to capital (or share capital) | ||||||||||||
| 3．Remedying loss with surplus public reserve | ||||||||||||
| 4．Carry- |
| over retained earnings from the defined benefit plans | ||||||||||||
| 5．Carry-over retained earnings from other comprehensive income | ||||||||||||
| 6．Other | ||||||||||||
| (v)Reasonable reserve | ||||||||||||
| 1．Withdrawal in the current period | ||||||||||||
| 2．Usage in the current period | ||||||||||||
| (vi) Other | ||||||||||||
| IV. Balance at the end of the period | 689,184,933.00 | 778,824,470.95 | 32,673,227.01 | -1,215,381,715.79 | 285,300,915.17 |
Amount of the previous period
Unit: RMB/CNY
| Item | 2021 |
| Share capital | Other equity instrument | Capital public reserve | Less: Inventory shares | Other comprehensive income | Reasonable reserve | Surplus public reserve | Retained profit | Other | Total owner’ s equity | |||
| Preferred stock | Perpetual bonds | Other | ||||||||||
| I. The ending balance of the previous year | 551,347,947.00 | 627,834,297.85 | 32,673,227.01 | -1,206,590,547.58 | 5,264,924.28 | |||||||
| Add: Changes of accounting policy | ||||||||||||
| 前Error correction of the last period | ||||||||||||
| 其Other | ||||||||||||
| II. The beginning balance of the current year | 551,347,947.00 | 627,834,297.85 | 32,673,227.01 | -1,206,590,547.58 | 5,264,924.28 | |||||||
| III. Increase/ Decrease in the period (Decrease is listed with “-”) | -2,417,032.20 | -2,417,032.20 | ||||||||||
| (i) Total comprehensive income | -2,417,032.20 | -2,417,032.20 | ||||||||||
| (ii) Owners’ devoted and decreased capital | ||||||||||||
| 1．Common shares invested by owners | ||||||||||||
| 2．Capital invested by holders of other equity instruments | ||||||||||||
| 3． Amount reckoned into owners equity with share-based payment | ||||||||||||
| 4．Other | ||||||||||||
| (iii) Profit distribution | ||||||||||||
| 1．Withdrawal of surplus public reserve | ||||||||||||
| 2．Distribution for owners (or shareholders) | ||||||||||||
| 3．Ot |
| her | ||||||||||||
| (iv)Carrying forward internal owners’ equity | ||||||||||||
| 1．Transfer of capital reserves to capital (or share capital) | ||||||||||||
| 2．Transfer of surplus public reserves to capital (or share capital) | ||||||||||||
| 3．Remedying loss with surplus public reserve | ||||||||||||
| 4．Carry-over retained earnings from the defined benefit plans | ||||||||||||
| 5．Carry-over |
| retained earnings from other comprehensive income | ||||||||||||
| 6．Other | ||||||||||||
| (v)Reasonable reserve | ||||||||||||
| 1．Withdrawal in the current period | ||||||||||||
| 2．Usage in the current period | ||||||||||||
| (vi) Other | ||||||||||||
| IV. Balance at the end of the period | 551,347,947.00 | 627,834,297.85 | 32,673,227.01 | -1,209,007,579.78 | 2,847,892.08 |
III. Company Profile
1. History and basic information
According to the Approval Document SFBF (1991) No. 888 issued by the People’s Government of Shenzhen,Shenzhen China Bicycle Company (Holdings) Limited (hereinafter referred to as the CBC) was reincorporated asthe company limited by shares in November 1991. On 28 December 1991, upon the Approval DocumentSRYFZ(1991) No. 119 issued by Shenzhen Special Economic Zone Branch of the People’s Bank of China, theCompany got listed on Shenzhen Stock Exchange. Registered of the Company amounted as 689,184,933.00 Yuan.Legal representative: Li HaiLocation: No. 3008, Buxin Road, Luohu District, Shenzhen
Certificate for Uniform Social Credit Code:914403006188304524。
2. Business nature and main operation activities
Main business activities: Research & development of the bicycles, electric bicycles, electric motorcycles,motorcycles, electric tricycles, electric four-wheeler, children's bicycles, exercise bikes, sports equipment,mechanical products, toys, electric toys, electronic products, new energy equipment and storage equipment(lithium batteries, batteries, etc.), household appliances and spare parts, and electronic components; wholesale,retail, import and export and related supporting business of above-mentioned products (excluding commoditiessubject to state trade management, handling the application according to the relevant national regulations forcommodities involving quotas, license management and other special provisions and management,); fine chemicalproducts (excluding dangerous goods), wholesale and retail of carbon fiber composite materials; technologydevelopment of computer software, transfer of self-developed technological achievements, and providing relevanttechnical information consultation; own property leasing; property management. (The above projects do notinvolve special administrative measures for the implementation access of national regulations, and those involvingrestricted projects and pre-existing administrative licenses must obtain the pre-existing administrative licensingdocuments before operation.) Purchase and sale of gold products, platinum jewelry, palladium jewelry, K-goldjewelry, silver jewelry, inlaid jewelry, jewelry, jade ware, gem-and-jade products, clocks and watches, preciousmetal materials, diamonds, jadeite, crafts (except ivory and its products), calligraphy and painting, collection(except for antiques, cultural relics, and items prohibited by national laws and administrative regulations).
Main products or services currently offered are: EMMELLE bicycles, electrical bicycles, lithium battery materialand gold jewelry.
3.Actual controller of the Company
Actual controller of the Company is Wang Shenghong, who held or controlled 20% shares of the Company.
4. Release of the financial report
The Financial Report was approved to report at the 3
rd
Session of 11
th
BOD of CBC on April 21, 2023.
5.Scope of the consolidate statement
The CBC has two subsidiaries and one sub-subsdiary included in the scope of consolidated financial statement,refer to the Note VIII-1.
IV. Compilation Basis of Financial Statement
1. Compilation Basis
The financial statement is prepared based on continuing operation assumptions, and according to actualoccurrence, in line with relevant accounting rules and follow important accounting policy and estimation.
2. Going concern
During the 12 months since end of the reporting period, there are no factors that cast significant doubt on thesustainability and other matters that have affected the Company.V. Main accounting policy and Accounting EstimateTips for specific accounting policy and estimate:
1. Declaration on compliance with accounting standards for business enterpriseThe financial statement prepared by the CBC Company, based on follow compilation basis, is comply with therequirement of new accounting standards for business enterprise issued by Ministry of Finance and its applicationguide, commentate as well as other regulations (collectively referred to as Accounting Standards for BusinessEnterprise), which is reflect a real and truth financial status of the Company, as well as operation results and cashflow situations.Furthermore, the statement has reference to the listing and disclosure requirement from “Rules Governing theDisclosure of Information for Enterprise with Stock Listed No.15-general regulation of financial report” (2014Revised) and “Notice on Implementation of New Accounting Standards for Listed Companies” (KJBH (2018) No.453)
2. Accounting period
Calendar year is the accounting period for the CBC, which is starting from 1 January to 31 December.
3. Business cycles
The business period for the Company, which is the Gregorian calendar starting from 1 January to 31 December
4. Book-keeping currency
The CBC takes RMB as the standard currency for bookkeeping.
5. Accounting treatment for business combinations under the same control and those not under the samecontrol
(1) Accounting treatment for business combinations under the same control and those not under the same controlFor a business merger that is under the same control and is achieved by the CBC through one single transaction ormultiple transactions, assets and liabilities obtained from that business combination shall be measured at theirbook value at the combination date as recorded by the party being absorbed in the consolidated financial statementof ultimate controlling party. Capital reserve shall be adjusted as per the difference between the book value ofobtained net assets and the book value of paid consolidated consideration (or the nominal value of the issuedshares) of the Company; retained earnings shall be adjusted if the capital reserve is not sufficient for offset.
(2) Accounting treatment for Enterprise combine not under the same control
The CBC will validate the difference that the combined cost is more than the fair value of the net identifiableassets gained from the acquiree on the acquisition date as goodwill; where the combined cost is less than the fairvalue of net identifiable assets gained from the acquiree during business combination, the fair value and combinedcost of various identifiable assets, liabilities and contingent liabilities from the acquiree must be rechecked. Wherethe combined cost is, after the recheck, still less than the fair value of net identifiable assets gained from theacquiree during business combination, the difference shall be charged to current profits and losses.As for business combination not under common control and realized through multiple transactions and by steps,the CBC shall make accounting treatment as follows:
1) Adjust the initial investment cost of long-term equity investments. As for stock equities held before theacquisition date accounted according to the equity method, re-measurement is carried out according to the fairvalue of the equity on the acquisition date. The balance between the fair value and the book value is included inthe current investment income. If the acquiree’s stock equities held before the acquisition date involves changes ofother comprehensive incomes and other owner's equities under accounting with the equity method, the balancebetween the fair value and the book value is included in the current investment income on the acquisition date,excluding other comprehensive incomes incurred by changes due to re-measurement of net liabilities or net assetsof the defined benefit plan.
2) Confirm the goodwill (or include the amount in the profits and losses). The initial investment cost of long-termequity investments adjusted in step 1 is compared with the fair value of net identifiable assets of the subsidiaryshared on the acquisition date. If the former is greater than the latter, the balance is confirmed as goodwill; if theformer is less than the latter, the balance is included in the current profits and losses.Loss of control of a subsidiary in multiple transactions in which it disposes equity interests of its subsidiary in
stages
(1)In determining whether to account for the multiple transactions as a single transactionA parent shall consider all the terms and conditions of the transactions and their economic effects. One or more ofthe following may indicate that the parent should account for the multiple arrangements as a single transaction:
1) Arrangements are entered into at the same time or in contemplation of each other;
2) Arrangements work together to achieve an overall commercial effect;
3) The occurrence of one arrangement is dependent on the occurrence of at least one other arrangement;
4)One arrangement considered on its own is not economically justified, but it is economically justified whenconsidered together with other arrangements.
(2)Accounting treatment for each of the multiple transactions forming part of a bundled transactions whicheventually results in loss of control the subsidiary during disposal of its subsidiary in stagesIf each of the multiple transactions forms part of a bundled transactions which eventually results in loss of controlthe subsidiary, these multiple transactions should be accounted for as a single transaction. In the consolidatedfinancial statements, the difference between the consideration received and the corresponding percentage of thesubsidiary’s net assets in each transaction prior to the loss of control shall be recognized in other comprehensiveincome and transferred to the profit or loss when the parent eventually loses control of the subsidiary.The remaining equity investment shall be re-measured at its fair value in the consolidated financial statements atthe date when control is lost. The difference between the total amount of consideration received from thetransaction that resulted in the loss of control and the fair value of the remaining equity investment and the shareof net assets of the former subsidiary calculated continuously from the acquisition date or combination date basedon the previous shareholding proportion, shall be recognized as investment income for the current period whencontrol is lost. The amount previously recognized in other comprehensive income in relation to the formersubsidiary’s equity investment should be transferred to investment income for the current period when control islost
(3)Accounting treatment for each of the multiple transactions NOT forming part of a bundled transactions whicheventually results in loss of control the subsidiary during disposal of its subsidiary in stagesIf the Company doesn't lose control of investee, the difference between the amount of the consideration receivedand the corresponding portion of net assets of the subsidiary shall be adjusted to the capital reserve (capital /equitypremium) in the consolidated financial statements.If the Company loses control of investee, the remaining equity investment shall be re-measured at its fair value inthe consolidated financial statements at the date when control is lost. The difference between the total amount ofconsideration received from the transaction that resulted in the loss of control and the fair value of the remainingequity investment and the share of net assets of the former subsidiary calculated continuously from the acquisitiondate or combination date based on the previous shareholding percentage, shall be recognized as investment
income for the current period when control is lost. The amount previously recognized in other comprehensiveincome in relation to the former subsidiary’s equity investment should be transferred to investment income for thecurrent period when control is lost.
6. Compilation method of consolidated financial statement
Consolidated financial statements are prepared by the Company in accordance with Accounting Standard forBusiness Enterprise No. 33-Consolidated Financial Statements and based on financial statements of parentcompany and its subsidiaries and other related information.When consolidating the financial statements, the following items are eliminated: internal equity investment andowners’ equity of subsidiaries, proceeds on internal investments and profit distribution of subsidiaries, internaltransactions, internal debts and claim. The accounting policies adopted by subsidiaries are the same as parentcompany.
7. Classification of joint venture arrangement and accounting treatment for joint control
(1) Recognition and classification of joint venture arrangement
Joint arrangement refers to an arrangement controlled by two or more than two participants. Joint venturearrangement has the following characteristics: 1) Each participant is bound by the arrangement; 2) Two or moreparticipants carry out joint control on implementation of the arrangement. Any participant cannot control thearrangement independently. Any participant for joint control can stop other participants or participantcombinations to independently control the arrangement.Joint control refers to the sharing of control over certain arrangement under related agreements, and relatedactivities of the arrangement must be determined only when obtaining the unanimous consent of the partiessharing control.Joint venture arrangement is classified in to joint operation and joint venture. Joint operation refers to anarrangement that a joint party enjoys assets related to the arrangement and bears liabilities related to thearrangement. Joint venture refers to an arrangement that a joint party only has the power governing net assets ofthe arrangement.
(2) Accounting treatment of joint venture arrangement
Joint venture participants should confirm the following items related to interest shares in joint venture and carryout accounting settlement according to relevant provisions of the Accounting Standards for Business Enterprises:
1) confirm the assets held separately and confirm the assets held jointly based on shares; 2) confirm the liabilitiesborne separately and confirm the liabilities borne jointly based on shares; 3) confirm the income incurred afterselling its shares in joint venture output; 4) confirm the income after selling the joint venture outputs based onshares; 5) confirm the expenses incurred separately and confirm the expenses incurred in joint venture based on
shares.Joint venture participants should carry out accounting settlement for investments of the joint venture according toprovisions of Accounting Standards for Business Enterprises No.2–Long-term Equity Investments.
8. Recognition of cash and cash equivalents
Cash in cash flow statement means the inventory cash and savings available for use anytime. Cash equivalentsrefer to the short-term (generally due within three months since the date of purchase) highly liquid investmentsthat are readily convertible into known amounts of cash and that are subject to an insignificant risk of change invalue.
9. Foreign currency transaction and financial statement conversion
(1)Conversion for foreign currency transaction
When initially recognized, the foreign currency for the transaction shall be converted into CNY amount accordingto the spot exchange rate on the date of transaction. For the foreign currency monetary items, conversion must bebased on the spot exchange rate on the balance sheet date and the exchange difference incurred from differentexchange rates, except for the exchange difference of principal and interest incurred due to foreign currency loanrelated to acquisition or construction of assets that qualify for capitalization, shall be charged to current profits andlosses; foreign currency non-monetary items measured with historical cost are still converted as per the spotexchange rate on the transaction date and keep the RMB amount unchanged; foreign currency non-monetary itemsmeasured with fair value shall be converted as per the spot exchange rate on the date of determining the fair valueand the difference shall be charged to current profits and losses or other comprehensive income.
(2)Conversion of financial statements presented in foreign currencies
The asset and liability items in the balance sheet shall be converted at the spot exchange rate on the balance sheetdate; the owner’s equity items, except for the items of “Retained profit”, shall be converted at the spot exchangerate on the transaction date; the income and expenditure items in the profit statement shall be converted at the spotexchange rate on the transaction date. The translation difference of foreign financial statements conducted asabove is recognized as other comprehensive incomes.
10. Financial instruments
(1) Recognition and termination for financial instrument
Financial assets or financial liabilities are recognized when the CBC becomes a party to the contractual provisionsof the instrument.
When buying and selling financial assets in a conventional manner, recognize and derecognize them according tothe accounting of the trading day. Buying and selling financial assets in a conventional manner refers to thecollection or delivery of financial assets in accordance with the contract terms and within the period prescribed byregulations or prevailing practices. Trading day refers to the date when the CBC promises to buy or sell financialassets.
When meeting the following conditions, a financial asset (or part of a financial asset, or part of a group of similarfinancial assets) need terminate recognition, i.e. to write off from its account and balance sheet:
1) The right to receive cash flows from financial assets expires;
2) The right to receive cash flows of financial assets is transferred, or assume the obligation to pay the full amountof cash flows received to a third party in a timely manner under the “handover agreement”; and (a) virtuallytransferred almost all risks and rewards of the ownership of financial assets, or (b) although virtually neithertransferred nor retained almost all risks and rewards of the ownership of financial assets, abandoned the control ofthe financial assets.
(2) Classification and measurement of financial assetsThe CBC’s financial assets are classified as financial assetsmeasured at amortized cost, financial assets measured at fair value and whose changes are included in othercomprehensive income, and financial assets measured at fair value and whose changes are included in the currentprofit and loss according to the CBC’s business model for managing financial assets and the contractual cash flowcharacteristics of financial assets at initial recognition. The subsequent measurement of financial assets dependson their classification.
The CBC’s classification of financial assets is based on CBC’s business model for managing financial assets andthe cash flow characteristics of financial assets.
1) Financial assets measured at amortized costFinancial assets that meet the following conditions at the same timeare classified as financial assets measured at amortized cost: the Company’s business model for managing thisfinancial asset is to collect contractual cash flows; the contract terms of the financial asset stipulate that the cashflow generated on a specific date is only the payment of principal and interest based on the outstanding principalamount. For such financial assets, the actual interest rate method is used for subsequent measurement based onamortized cost, and the gains or losses arising from amortization or impairment are included in the current profitand loss.
2) Debt instrument investments measured at fair value and whose changes are included in other comprehensiveincome
Financial assets that meet the following conditions at the same time are classified as financial assets measured atfair value and whose changes are included in other comprehensive income: the Company’s business model formanaging this financial asset is to both collect contractual cash flows and sell the financial assets; the contractterms of the financial asset stipulate that the cash flow generated on a specific date is only for the payment ofprincipal and interest based on the outstanding principal amount. For such financial assets, fair value is used forsubsequent measurement. The discount or premium is amortized by using the actual interest method and isrecognized as interest income or expenses. Except that the impairment loss and the exchange difference of foreigncurrency monetary financial assets are recognized as current gains and losses, changes in the fair value of suchfinancial assets are recognized as other comprehensive income, until the financial asset is derecognized, itscumulative gains or losses are transferred to the current profit and loss. Interest income related to such financialassets is included in the current profit and loss.
3) Equity instrument investments measured at fair value and whose changes are included in other comprehensive
income
The CBC irrevocably chooses to designate some non-trading equity instrument investments as financial assetsmeasured at fair value and whose changes are included in other comprehensive income. Only relevant dividendincome is included in the current profit and loss, and changes in fair value are recognized as other comprehensiveincome, until the financial asset is terminate recognition, its accumulated gains or losses are transferred to retainedearnings.
4) Financial assets measured at fair value and whose changes are included in the current profit and loss
Financial assets except for above financial assets measured at amortized cost and financial assets measured at fairvalue and whose changes are included in other comprehensive income are classified as financial assets measuredat fair value and whose changes are included in the current profit and loss. During initial recognition, in order toeliminate or significantly reduce accounting mismatches, financial assets can be designated as financial assetsmeasured at fair value and whose changes included in the current profit and loss. For such financial assets, fairvalue is used for subsequent measurement, and all changes in fair value are included in the current profit and loss.
When and only when the Company changes its business model for managing financial assets, it will reclassify allaffected related financial assets. For financial assets measured at fair value and whose changes are included in the
current profit or loss, the related transaction costs are directly included in the current profit and loss, and therelated transaction costs of other types of financial assets are included in the initial recognition amount.
(3) Classification and measurement of financial liabilitiesThe CBC’s financial liabilities are classified as financialliabilities measured at amortized cost and financial liabilities measured at fair value and whose changes areincluded in the current profit and loss at initial recognition.
Financial liabilities that meet one of the following conditions can be designated as financial liabilities measured atfair value and whose changes are included in current profit or loss during initial measurement: (1) Thisdesignation can eliminate or significantly reduce accounting mismatches; (2) According to the group riskmanagement or investment strategies stated in official written documents, management and performanceevaluation of financial liability portfolios or financial assets and financial liability portfolios are conducted basedon fair value, and are reported to key management personnel within the group on this basis; (3) The financialliability includes embedded derivatives that need to be split separately.
The CBC determines the classification of financial liabilities at initial recognition. For financial liabilities that aremeasured at fair value and whose changes are included in the current profit or loss, the related transaction costsare directly included in the current profit and loss, and the related transaction costs of other financial liabilities areincluded in its initial recognition amount.
The subsequent measurement of financial liabilities depends on their classification:
1) Financial liabilities measured at amortized costFor such financial liabilities, adopt actual interest rate methodand make subsequent measurements based on amortized costs.
2) Financial liabilities measured at fair value and whose changes are included in the current profit andlossFinancial liabilities that are measured at fair value and whose changes are included in the current profit or lossinclude trading financial liabilities (including derivatives that are financial liabilities) and financial liabilitiesdesignated to be measured at fair value at the initial recognition and whose changes are included in the currentprofit or loss.
(4) Financial instruments offsetIf the following conditions are met at the same time, the financial assets andfinancial liabilities are listed in the balance sheet with the net amount after mutual offset: legal right to offset theconfirmed amount, and this legal right is currently executable; Net settlement, or simultaneous realization of thefinancial assets and liquidation of the financial liabilities.
(5) Impairment of financial assetsThe CBC recognizes the loss provisions on the basis of expected credit lossesfor financial assets measured at amortized cost, debt instrument investments measured at fair value and whosechanges are included in other comprehensive income and financial guarantee contracts. Credit loss refers to thedifference between all contractual cash flows receivable under the contract and discounted according to originalactual interest rate by the CBC and all expected receivable cash flows, that is, the present value of all cashshortages.
The CBC considers all reasonable and evidence-based information, including forward-looking information, andestimates the expected credit loss of financial assets measured at amortized cost and financial assets measured atfair value and whose changes are included in other comprehensive income (debt instruments) in a single orcombined manner.
1) General model of expected credit lossIf the credit risk of the financial instrument has increased significantlysince the initial recognition, the CBC measures its loss provisions in accordance with the amount equivalent to theexpected credit loss of the financial instrument for the entire duration; if the credit risk of the financial instrumenthas not significantly increased since the initial recognition, the CBC measures its loss provisions in accordancewith the amount equivalent to the expected credit loss of the financial instrument in the next 12 months. Theresulting increased or reversed amount of the loss provisions is included in the current profit and loss as animpairment loss or gain. For the CBC’s specific assessment of credit risk, please see details in Note IX. RisksRelated to Financial Instruments”.
Generally, the CBC believes that the credit risk of the financial instrument has significantly increased when itexceeds 30 days after the due date, unless there is concrete evidence that the credit risk of the financial instrumenthas not increased significantly since initial recognition.
Specifically, the Company divides the process of credit impairment of financial instruments of which no creditimpairment has occurred at the time of purchase or origin into three stages. There are different accountingtreatment methods for the impairment of financial instruments at different stages:
Stage one: Credit risk has not increased significantly since initial recognition
For a financial instrument at this stage, the enterprise should measure the loss provisions according to theexpected credit losses in the next 12 months, and calculate the interest income based on its book balance (that is,without deducting provisions for impairment) and the actual interest rate (if the instrument is a financial asset, the
same below).
Stage two: Credit risk has increased significantly since initial recognition but no credit impairment has occurredFor a financial instrument at this stage, the enterprise should measure the loss provisions according to theexpected credit loss of the instrument for its entire duration, and calculate the interest income based on its bookbalance and actual interest rate.
Stage three: Credit impairment occurs after initial recognition
For a financial instrument at this stage, the enterprise should measure the loss provisions based on the expectedcredit losses of the instrument for its entire duration, but the calculation of interest income is different from thefinancial assets at the previous two stages. For financial assets that have suffered credit impairment, the enterpriseshould calculate interest income based on its amortized cost (book balance minus the provisions for impairment,i.e., book value) and the actual interest rate.
For financial assets that have suffered credit impairment at the time of purchase or origin, the enterprise shouldonly recognize changes in expected credit losses for the entire duration after initial recognition as loss provisions,and calculate the interest income based on its amortized cost and credit-adjusted actual interest rate.
2) The CBC chooses not to compare the financial instrument with lower credit risk on the balance sheet date withits credit risk at initial recognition, but directly makes the assumption that the credit risk of the instrument has notincreased significantly since the initial recognition.
If the enterprise confirms that the default risk of financial instruments is low, the borrower has a strong ability tofulfill its contractual cash flow obligations in the short term, and even if there are adverse changes in the economicsituation and operating environment in a longer period of time, it will not necessarily reduce the borrower’s abilityto fulfill its contractual cash flow obligations, then the financial instrument can be considered to have lower creditrisk.
3) Accounts receivable and lease receivablesThe CBC adopts the simplified model of expected credit loss foraccounts receivables specified in “Accounting Standards for Business Enterprises No.14 - Revenue” and withoutcontaining significant financing components (including the case that the financing components in contracts that donot exceed one year are not considered according to the standards), that is, always measures their loss provisionsaccording to the amount of expected credit loss during the entire duration.
The CBC makes accounting policy choices for the receivables containing significant financing components andthe lease receivables specified in “Accounting Standards for Business Enterprises No.21 - Leases”, and chooses toadopt the simplified model of expected credit losses, that is, to measure the loss provisions in accordance with theamount of expected credit losses throughout the entire duration.
(6) Transfer of financial assets
Where the CBC has transferred almost all the risks and rewards in the ownership of the financial asset to thetransferee, the recognition of the financial assets shall be terminated; where almost all risks and rewards in theownership of a financial asset are retained, the recognition of the financial assets are not terminated.
If the CBC neither transfers nor retains substantially all the risks and rewards of ownership of a financial asset, itshall be accounted for as follows: the financial asset should be terminated if the Group waives control over theasset; it recognizes the financial asset to the extent of its continuing involvement in the transferred financial assetand recognizes an associated liability if the Group does not waives control over the asset.
If the transferred financial assets continue to be involved by providing financial guarantee, the assets continue tobe involved shall be recognized according to the lower of the book value of the financial assets and the amount offinancial guarantee. The financial guarantee amount means the maximum amount of consideration received whichwill be required to be repaid.
The Company shall comply with the disclosure requirement of jewelry-related industries in the “Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 3- Industry Disclosure”
11. Note receivable
The Group adopts the simplified model of expected credit loss for the accounts receivables specified in“Accounting Standards for Business Enterprises No.14 - Revenue” and without containing significant financingcomponents (including the case that the financing components in contracts that do not exceed one year are notconsidered according to the standards), that is, always measures their loss provisions according to the amount ofexpected credit loss during the entire duration, and the resulting increased or reversed amount of the loss provisionis included in the current profit and loss as an impairment loss or gain. The accrual method is as follows:
The CBC divides the note receivable into two types, i.e. bank acceptance notes and commercial acceptance notesportfolios, according to the type of financial instruments. For bank acceptance note, the accepting bank pays thedetermined amount to the taker or the bearer unconditionally due to the maturity of the bills, the overdue creditloss is low and has not increased significantly since the initial confirmation, the CBC believes that the risk of
overdue default is 0; for commercial acceptance bills, the CBC believes that the probability of default is related tothe aging, we use a simplified model of expected credit losses, that is the allowance for losses is always measuredat the amount of expected credit losses over the entire duration period. Proportion for accrual found more in the 12.accounting policy and estimate for account receivable in III.
12. Account receivable
The CBC adopts the simplified model of expected credit loss for accounts receivables specified in “AccountingStandards for Business Enterprises No.14 - Revenue” and without containing significant financing components(including the case that the financing components in contracts that do not exceed one year are not consideredaccording to the standards), that is, always measures their loss provisions according to the amount of expectedcredit loss during the entire duration, and the resulting increased or reversed amount of the loss provision isincluded in the current profit and loss as an impairment loss or gain.
For accounts receivable that contain a significant financing component, the CBC chooses to use the simplifiedmodel of expected credit losses, that is, to always measure its loss provisions according to the amount of expectedcredit losses during the entire duration.
1. Simplified model of expected credit losses: always measure the loss provisions according to the amount ofexpected credit losses during the entire duration
The CBC considers all reasonable and well-founded information, including estimates of expected credit losseson accounts receivable in a single or combined manner.
(1)Account receivable with single significant amount and with individual provision for bad debt reserves
| Judgment basis or amount criteria for account with single significant amount | Withdrawal method for bad debt provision of account receivable with single significant amount |
| Receivable commercial acceptance bill, account receivable and other receivables with single amount more than 5 million yuan (including) | Carry out impairment test separately, and withdraw bad debt provision according to the difference between the present value of future cash flow and its book value |
(2)Receivables with provision for bad debts by portfolio
| Portfolio determine basis | |
| Age analysis | On the basis of the actual loss rate of the portfolio of receivables with similar credit risk characteristics which are the same or similar in the previous year, for the single amount of non-material receivables, it is divided into several portfolios according to the credit risk characteristics together with the receivables without impairment after the separate test |
| Other | Bank acceptance |
In the combination, the proportion of bad debt provision withdrawn by aging analysis method is as follow:
| Account age | Accrual proportion of commercial acceptance bill receivable | Withdrawing proportion of the account receivable | Withdrawing proportion of other receivable |
| Within one year(one year included) | 0.3% | 0.3% | 0.3% |
| 1～2 years (2-year included) | 100% | 0.3% | 0.3% |
| 2～3 years (3-year included) | 100% | 0.3% | 0.3% |
| Over 3 years | 100% | 100% | 100% |
| Including: Irrecoverable recognized | Write off | Write off | Write off |
(3)Account receivable with single significant amount and with individual provision for bad debt reserves
| Judgment basis or amount criteria for account with single minor amount | Withdrawal method for bad debt provision of account receivable with single minor amount |
| Receivable commercial acceptance bill, account receivable and other receivables with single amount less than 5 million yuan (including), and the probability of recall is small by nature | Carry out impairment test separately, and withdraw bad debt provision according to the difference between the present value of future cash flow and its book value |
2. A general model of expected credit loss
Found more in the treatment in【Note 10. Financial instrument】
13. Receivable financing
Financial assets that meet the following conditions at the same time are classified as financial assets measured atfair value and whose changes are included in other comprehensive income: the CBC’s business model formanaging this financial asset is to both collect contractual cash flows and sell the financial assets; the contractterms of the financial asset stipulate that the cash flow generated on a specific date is only for the payment ofprincipal and interest based on the outstanding principal amount.
The CBC transfers the receivables held by discounting or endorsement, and such operations are more frequentwith large amount involved. The management business models is essentially both the collection of contractualcash flows and the sales; in accordance with the relevant provision of financial instrument standards, classifiedthem into the financial assets measured at fair value and with its variation reckoned into other comprehensiveincome.
14. Other account receivable
Determination method and accounting treatment of the expected credit loss of other account receivableDetermination method and accounting treatment of the expected credit loss of other account receivable
(1)Account receivable with single significant amount and with individual provision for bad debt reserves :
Account with single significant amount: the single receivable has over 5 million yuan at end of the period
At the end of the period, the receivables with significant single amount are tested separately for impairment. Ifthere is objective evidence that they have been impaired, the impairment loss will be recognized and the provisionfor bad debts will be made based on the balance between the present value of future cash flows and its book value.
(2)Account receivable with bad debt provision accrual by portfolio
For the receivables with non significant single amount at the end of the period, they are divided into severalcombinations together with the receivables without impairment after independent test according to the account ageas the credit risk feature. The impairment loss is calculated and determined according to a certain proportion ofthe ending balance of these receivables combinations (impairment test can be conducted separately), and the baddebt provision is withdrawn.
In addition to the receivables for which impairment provision has been separately made, the company determinesthe following proportion of provision for bad debts based on the actual loss rate of the combination of receivableswith account age as credit risk characteristics in the previous year, which is the same or similar to the receivables,in combination with the current situation:
15. Inventory
The Company shall comply with the disclosure requirement of jewelry-related industries in the “Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 3- Industry Disclosure”
(1) Classification of inventory
The CBC classifies the inventory into raw materials, goods in process, goods on hand, wrap page, low valueconsumables, materials for consigned processing and goods sold, etc.
(2) Valuation of inventories
Inventories are initially measured at cost upon acquisition, which includes procurement costs, processing costsand other costs. Cost of the inventory issued is carried forward on the basis of a combination of the weightedaverage method and specific identification when inventories are issued.
(3) Provision for inventory impairment
When a comprehensive count of inventories is done at the end of the period, provision for inventory impairment isallocated or adjusted using the lower of the cost of inventory and the net realizable value. The net realizable valueof stock in inventory (including finished products, goods in stock and materials for sale) that can be sold directlyis determined using the estimated saleable price of such inventory deducted by the cost of sales and relevanttaxation over the course of ordinary production and operation. The net realizable value of material in inventorythat requires processing is determined using the estimated saleable price of the finished product deducted by thecost to completion, estimated cost of sales and relevant taxation over the course of ordinary production andoperation. The net realizable value of inventory held for performance of sales contract or labor service contract isdetermined based on the contractual price; in case the amount of inventory held exceeds the contractual amount,the net realizable value of the excess portion of inventory is calculated using the normal saleable price.
Provision for impairment is made according to individual items of inventories at the end of the period; however,for inventories with large quantity and low unit price, the provision is made by categories; inventories of productsthat are produced and sold in the same region or with the same or similar purpose or usage and are difficult to bemeasured separately are combined for provision for impairment.
If the factors causing a previous write-off of inventory value has disappeared, the amount written-off is reversedand the amount provided for inventory impairment is reversed and recognized in profit or loss for the period.
(4)Inventory system
Perpetual inventory system is adopted.
16. Contractual assets
1. Method and standard for recognition of contractual assets
The CBC lists contractual assets or contractual liabilities in the balance sheet based on the relationship betweenperformance obligations and customer payments. The CBC's right to receive consideration for goods or servicestransferred to the customer (And that right depends on factors other than the passage of time) is listed ascontractual assets. Contractual assets and contractual liabilities under the same contract are listed as a netamount. The CBC's right to receive consideration from customers unconditionally (only depends on the passageof time) is listed separately as a receivable.
2. Determination and accounting treatment of the expected credit loss for contractual assetsDetermination and accounting treatment of the expected credit loss for contractual assets found more in Note “10.Financial assets”
17. Contractual cost
18. Assets held for sale
The CBC classifies such corporate components (or non-current assets) that meet the following criteria as held-for-sale: (1) Disposable immediately under current conditions based on similar transactions for disposals of suchassets or practices for the disposal group; (2) Probable disposal; that is, a decision has been made on a plan fordisposal and an undertaking to purchase has been obtained (the undertaking to purchase means a binding purchaseagreement entered into by the Company and other parties, which contains transaction price, time and adequatelystrict punishments for breach of contract provisions, which renders the possibility of material adjustment orrevocation of the agreement is extremely minor), and the disposal is expected to be completed within a year.Besides, approval from relevant competent authorities or regulatory authorities has been obtained as required byrelevant rules.The expected net residual value of asset held for sale is adjusted by the CBC to reflect its fair value less sellingexpense, provided that the net amount shall not exceed the original carrying value of the asset. In case that theoriginal value is higher than the adjusted expected net residual value, the difference shall be recorded in profit orloss for the period as asset impairment loss, and allowance of impairment for the asset shall be provided.Impairment loss recognized in respect of the disposal group held for sale shall be used to offset the carrying valueof the goodwill in the disposal group, and then offset the carrying value of the non-current assets within thedisposal group based on their respective proportion of their carrying value.
In respect of the non-current assets held for sale, if the net amount after their fair value less the selling expensesincreased as at the subsequent balance date, the reduced amount before will be recovered and reversed in theassets impairment loss amount recognized after being classified as held for sale, and the reversed amount will berecorded in the current profits or loss. The impairment loss on assets recognized before being classified as held forsale will not be reversed. In respect of the disposal group held for sale, if the net amount after their fair value lessthe selling expenses increased as at the subsequent balance date, the reduced amount before will be recovered andreversed in the assets impairment loss amount recognized in non-current assets after being classified as held forsale, and the reversed amount will be recorded in the current profits or loss. The reduced book value of thegoodwill as well as the impairment loss on assets recognized before the non-current assets are classified as heldfor sale will not be reversed. The amount of subsequent reversal of the impairment losses on assets recognized indisposal group held for sale, shall be increased proportionately to the carrying amount of each non-current asset inthe disposal group other than goodwill to which the measurement provisions of the is standards applied, based onits proportionate share of the carrying amount.
In respect of loss of control in a subsidiary arising from disposal of the investment in such subsidiary, the
investment in a subsidiary shall be classified as held for sale in its entirety in the individual financial statement ofthe parent company, and all the assets and liabilities of the subsidiary shall be classified as held for sale in theconsolidated financial statement subject to that the proposed disposal of investment in the subsidiary satisfies suchconditions as required for being classified as held for sale notwithstanding part equity investment will be retainedby the Company after such disposal.
19. Debt investment
20. Other debt investment
21. Long-term account receivable
22. Long-term equity investment
(1)Recognition of investment costs
1) If it is formed by the business combination under the common control, and that the combining party takes cashpayment, transfer of non-cash assets, assumption of debts or issuance of equity securities as the consolidationconsideration, the shares of the book value of the owner’s equity obtained from the combined party on the date ofcombination in the ultimate controlling party’s consolidated financial statements shall be recognized as its initialinvestment cost. Capital reserves shall be adjusted according to the balance between the initial investment cost forlong-term equity investment and the book value of paid consolidation consideration or the total face value ofissued shares (capital premium or equity premium). If capital reserves are insufficient for offset, retained earningsshall be adjusted.
As for business combination under the common control realized by the Company through several transactions, theinitial investment cost of the investment shall be determined based on the share of the carrying value of theowners’ equity of the consolidated party as calculated according to the shareholding proportion on theconsolidation date. Difference between initial investment cost and the carrying value of long-term equityinvestment before combination and the sum of carrying value of newly paid consideration for additional sharesacquired on the date of combination is to adjust capital reserve (capital premium or equity premium). If thebalance of capital reserve is insufficient, any excess is adjusted to retained earnings.
2) As for long-term equity investment formed from business combination not under common control, the fairvalue of the consolidated consideration paid shall be deemed as the initial investment cost on the acquisition date.
3) Except those ones formed by the business combination, for all items obtained by means of cash payment,actually paid acquisition costs shall be taken as the initial investment cost. For those ones obtained by the issuanceof equity securities, the fair value of the issued equity securities shall be taken as the initial investment cost. Forthose ones invested by investors, the value agreed in the investment contract or agreement shall be taken as theinitial investment cost, provided that the value agreed in the contract or agreement shall be fair.
(2)Subsequent measurement and profit or loss recognition
For a long-term equity investment where the CBC can exercise control over the investee, the long-terminvestment is accounted for using the cost method in the Company’s financial statements. The equity method isadopted when the Group has joint control, or exercises significant influence on the investee.
Under cost method, long term equity investment is measured at initial investment cost. Except for the priceactually paid for obtaining the investment or the cash dividends or profits declared but not yet distributed which isincluded in the consideration, the Company recognizes cash dividends or profits declared by the investee ascurrent investment gains, and determine whether there is impairment on long term investment according torelevant assets impairment policies.
Under equity method, when the initial investment cost of the long-term equity investment exceeds the share of fairvalue in the net identifiable assets in the investee, the difference shall be included in initial investment cost of thelong-term equity investment. When the initial investment cost is lower than the share of fair value in the netidentifiable asset in the investee, such difference is recognized in profit or loss for the period with adjustment ofcost of the long-term equity investment.
Under equity method, after the Company acquires a long-term equity investment, it shall, in accordance with itsattributable share of the net profit or loss realized by the investee, recognize the investment profit or loss andadjust carrying value of the investment. The Group recognizes its share of the investee’s net profits or losses aftermaking appropriate adjustments to the investee’s net profits and losses based on the fair value of the investee’sidentifiable assets at the acquisition date, using the Group’s accounting policies and periods, and eliminating theportion of the profits or losses arising from internal transactions with its joint ventures and associates, attributableto the investing entity according to its shareholding proportion (but impairment losses for assets arising frominternal transactions shall be recognized in full). The carrying amount of the investment is reduced based on theGroup’s share of any profit distributions or cash dividends declared by the investee. The CBC’s share of net lossesof the investee is recognized to the extent the carrying amount of the investment together with any long-terminterests that in substance form part of its net investment in the investee is reduced to zero, except that the Group
has the obligations to assume additional losses. The CBC adjusts the carrying amount of the long-term equityinvestment for any changes in owners’ equity of the investee (other than net profits or losses) and includes thecorresponding adjustments in the owners’ equity of the Group.
(3) Determination of control and significant influence on investee
Control is the power over an investee. An investor must have exposure or rights to variable returns from itsinvolvement with the investee, and the ability to use its power over the investee to affect the amount of theinvestor’s returns. Significant influence is the power to participate in the financial and operating policy decisionsof the investee but is not control or joint control with other parties over those policies
(4)Disposal of long-term equity investment
1) Partial disposal of long term investment in which control is retained
When long term investment is been partially disposed but control is retained by the company, the differencebetween disposal proceeds and carrying amount of the proportion being disposed is accounted for through profitor loss.
2) Partial disposal of long term investment in which control is lost
When long term investment is partially disposed and control is lost as a result, the carrying value of the long terminvest on the stock right, the difference between carrying amount of the part being disposed and disposal proceedsshould be recognized as profit or loss. The residual part should be treated as long term investment or otherfinancial assets according to their carrying amount. After partial disposal, if the company is able to exertsignificant influence or common control over the investee, the investment should be measured according to costmethod or equity method, in compliance with relevant accounting standards and regulations.
(5)Impairment test and provision for impairment
If there is objective evidence on the balance sheet date showing investment in subsidiaries, associates and jointventures is impaired, provision of impairment shall be made against the difference between the carrying amountand the recoverable amount of the investment.
23. Investment real estate
Measurement mode
Measured by cost methodDepreciation or amortization method
(1) Investment real estate including land use right which has been rented out, land use right which is held fortransfer upon appreciation and buildings which has been rented out.
(2) Investment real estate are initially measured at cost and subsequently measured as per the cost pattern, andrelevant withdrawal of provision for depreciation or amortization is carried out by the same method for fixedassets and intangible assets. As of the balance sheet date, where there is any indication that an Investment realestate experiences impairment, the relevant impairment provision shall be provided for based on the differencebetween the carrying value and the recoverable amount.
24. Fix assets
(1) Recognition conditions
Fixed assets refer to the tangible assets for production of products, provision of labor, lease or operation, and with a service life inexcess of one financial year.
Fixed assets are recorded at the actual cost at the time of acquisition, and depreciation is calculated and withdrawn using the averagelife method from the month after they reach the intended usable state
(2) Depreciation methods
| Category | Method | Years of depreciation | Scrap value rate | Yearly depreciation rate |
| Houses and buildings | Straight-line depreciation | 20 years | 10% | 4.5% |
| Machinery equipment | Straight-line depreciation | 10 years | 10% | 9% |
| Transportation equipment | Straight-line depreciation | 5 years | 10% | 18% |
| Electronic equipment and others | Straight-line depreciation | 5 years | 10% | 18% |
(3) Recognition basis, valuation and depreciation method for financial lease assetsFinance lease is determined when one or a combination of the following conditions are satisfied: 1) the ownershiphas been transferred to the lessee when the leasing term is due; 2) the lessee has the option to purchase the leasingasset at a price that is much lower than its fair value, so it can be reasonably determined that the lessee will take
the option at the very beginning of the lease; 3) the leasing term accounts for most time of the useful life(ordinarily accounting for 75% or higher) even if the ownership does not transfer to the lessee; 4) the presentvalue of the minimum amount of rent that the lessee has to pay at the first day of the lease amounts to 90% orhigher of its fair value at the same date; or the present value of the minimum amount of rent that the lessor collectsat the first day of the lease amounts to 90% or higher of its fair value at the same date; and/or 5) the leased assetsare of such a specialized nature that only the lessee can use them without major modifications. Fixed assetsrented-in under finance lease are recorded at the lower of fair value and the present value of the minimum leasepayment at the inception of the lease, and are depreciated following the depreciation policy for self-owned fixedassets.
25. Construction in progress
(1)When the construction in progress has reached the intended condition for use, it will be treated as fixed assetsas per the actual construction cost. If the construction in progress has reached the intended condition for use butcompletion accounting is not carried out, the construction in progress should be first treated as fixed assets as perthe estimated value. After completion accounting is carried out, the original estimated value should be adjusted asper the actual cost, but the provision for depreciation withdrawn should not be adjusted.
(2)As of the balance sheet date, where there is any indication that a construction in process experiencesimpairment, the relevant impairment provision shall be provided for based on the difference between the carryingvalue and the recoverable amount.
26. Borrowing expenses
27. Biological assets
28. Oil and gas asset
29. Right-of-use assets
On the commencement date of the lease term, the Group recognizes right-of-use assets and lease liabilities forleases, except for short-term leases and leases of low-value assets that are simplified by the standard.The Group initially measures right-of-use assets at cost. This cost includes:
1. The initial measurement amount of the lease liability;
2. The lease payment amount paid on or before the commencement date of the lease term, if there is a leaseincentive, deduct the relevant amount of the lease incentive already enjoyed;
3. Initial direct costs incurred;
4. The expected cost of demolishing and removing the leased asset, restoring the site where the leased asset islocated or restoring the leased asset to the condition as agreed in the lease terms. If the aforementioned cost isincurred for the production of inventories, and the Accounting Standards for Business Enterprises No. 1 -Inventories shall apply.
The Group recognizes and measures the cost mentioned in Item 4 above in accordance with Accounting Standardsfor Business Enterprises No. 13 - Contingencies.
Initial direct costs are the incremental cost incurred to achieve the lease. Incremental cost is the cost that wouldnot have incurred if the enterprise had not acquired the lease.
With reference to the relevant depreciation provisions of Accounting Standards for Business Enterprises No. 4 -Fixed Assets, the Group accrues depreciation for right-of-use assets. Where it can be reasonably determined thatthe ownership of the leased asset will be obtained at the expiration of the lease term, depreciation shall be accruedwithin the remaining service life of the leased asset. Where it cannot be reasonably determined that the ownershipof the leased asset can be obtained at the expiration of the lease term, depreciation shall be accrued within the theshorter of the lease term and the remaining service life of the leased asset.
In accordance with the Accounting Standards for Business Enterprises No. 8 - Impairment of Assets, the Groupdetermines whether the right-of-use asset is impaired, and performs accounting treatment on the identifiedimpairment losses.
30. Intangible assets
(1) Valuation method, service life and impairment test
1).Intangible assets include land use right, patent right and non-patent technology, which should be initiallymeasured at cost.
2).Intangible assets with limited service life should be amortized systematically and reasonably in their servicelives as per the expected form of realization economic benefits relating to the said intangible assets. If the form of
realization cannot be reliably determined, the intangible assets should be amortized on a straight-line basis.
3).At the balance sheet date, when there is any indication that the intangible assets with finite useful lives may beimpaired, a provision for impairment loss is recognized on the excess of the carrying amounts of the assets overtheir recoverable amounts. Intangible assets with infinite useful lives and intangible assets not satisfying thecondition for use yet are subject to impairment test each year notwithstanding whether the assets are impaired.
(2) Internal accounting policies relating to research and development expendituresExpenditure incurred in the research phase of internal R&D shall be included in current gain/loss at the time ofoccurrence. Intangible assets recognized for expenditure in exploitation stage by satisfying the followed at sametime: ①it is technically feasible that the intangible asset can be used or sold upon completion; ②there is intentionto complete the intangible asset for use or sale; ③the intangible asset can produce economic benefits, includingthere is evidence that the products produced using the intangible asset has a market or the intangible asset itselfhas a market; if the intangible asset is for internal use, there is evidence that there exists usage for the intangibleasset; ④there is sufficient support in terms of technology, financial resources and other resources in order tocomplete the development of the intangible asset, and there is capability to use or sell the intangible asset; ⑤theexpenses attributable to the development phase of the intangible asset can be measured reliably.
31. Impairment of long-term assets
32. Long-term expenses to be apportioned
Long-term expenses to be apportioned are booked by actual amount occurred, and apportioned evenly during thebenefit period or regulated period.In case that the long-term deferred expenses are not likely to benefit thesubsequent accounting periods, the outstanding value of the item to be amortized shall be included in currentprofit or loss in full.
33. Contractual liability
The CBC lists contractual assets or contractual liabilities in the balance sheet based on the relationship betweenperformance obligations and customer payments. The CBC's obligations to transfer goods or provide services tocustomers for which consideration has been received or receivable are listed as contractual liabilities. contractualassets and contractual liabilities under the same contract are listed as a net amount.
34. Employee compensation
(1) Accounting treatment for short-term compensation
During the accounting period when staff providing service to the CBC, the actual short-term compensationoccurred shall recognized as liabilities and reckoned into current gains/losses or relevant assets costs. The non-monetary welfare is measured by fair value.
(2) Accounting treatment for post-employment benefit
The CBC terminates the labor relationship with an employee before the employee labor contract expires, orproposes to offer a compensation to encourage an employee to voluntarily accept the downsizing. When the CBCcannot unilaterally withdraw the labor relationship cancellation plan or the downsizing proposal nor confirm therelevant costs of the restructuring involving the payment of termination benefits, whichever is earlier, theliabilities arising from the compensation for the termination of the labor relationship with the employees arerecognized and included in the current profit and loss.
(3) Accounting for retirement benefits
When the CBC terminates the employment relationship with employees before the end of the employmentcontracts or provides compensation as an offer to encourage employees to accept voluntary redundancy, the CBCshall recognize employee compensation liabilities arising from compensation for staff dismissal and included inprofit or loss for the current period, when the CBC cannot revoke unilaterally compensation for dismissal due tothe cancellation of labor relationship plans and employee redundant proposals; and the CBC recognize cost andexpenses related to payment of compensation for dismissal and restructuring, whichever is earlier.
(4) Accounting for other long-term employee benefits
The employees of the CBC have participated in the basic social endowment insurance organized and implementedby the local labor and social security department. The CBC pays the endowment insurance premium to the localbasic social endowment insurance agency on a monthly basis based on the base and ratio of the local basic socialendowment insurance payment. After the retirement of employees, the local labor and social security departmenthas the responsibility to pay the social basic pension to the retired employees. During the accounting period inwhich employees provide services, the CBC recognizes the amount payable calculated according to the abovesocial security insurance regulations as the liabilities and includes them in the current profit and loss or relatedasset costs.
35. Lease liability
36. Accrual liability
37. Share-based payment
(1)Types of share-based payment
Share-based payment comprises of equity-settled share-based payment and cash-settled share-based payment.
(2)Determination of fair value of equity instruments
1)determined based on the price quoted in an active market if there exists active market for the instrument.
2)determined by adoption of valuation technology if there exists no active market, including by reference to therecent arm’s length market transactions between knowledgeable, willing parties, reference to the current fair valueof another instrument that is substantially the same, discounted cash flow analysis and option pricing models.
(3)Basis for determination of the best estimate of exercisable equity instruments
To be determined based on the subsequent information relating to latest change of exercisable employees.
(4)Accounting relating to implementation, amendment and termination of share-based payment schemes
1)Equity-settled share-based payment
For equity instruments that may be exercised immediately after the grant, the fair value of such instrument shall,on the date of the grant, be recognized in relevant costs or expenses with the increase in the capital reserveaccordingly. For equity-settled share-based payment made in return for the rendering of employee services thatcannot be exercised until the services are fully rendered during vesting period or specified performance targets aremet, on each balance sheet date within the vesting period, the services acquired in the current period shall, basedon the best estimate of the number of exercisable instruments, be recognized in relevant costs or expenses and thecapital reserves at the fair value of such instruments on the date of the grant.
For equity-settled share-based payment made in exchange for service from other parties, such payment shall bemeasured at the fair value of the service as of the acquisition date is the fair value can be measured reliably. And ifthe fair value of the service cannot be measured reliably while the fair value of the equity instrument can bemeasured reliably, it shall be measure at the fair value of the instrument as of the date on which the service isacquired, which shall be recorded in relevant cost or expense with increase in owners’ equity accordingly.
2)Cash-settled share-based payment
For the cash-settled share-based payment that may be exercised immediately after the grant in exchange for renderof service by employees, the fair value of the liability incurred by the CBC shall, on the date of the grant, be
recognized in relevant costs or expenses and the liabilities shall be increased accordingly. For cash-settled share-based payment made in return for the rendering of employee services that cannot be exercised until the servicesare fully provided during vesting period or specified performance targets are met, on each balance sheet datewithin the vesting period, the services acquired in the current period shall, based on the best estimate of thenumber of exercisable instruments, be recognized in relevant costs or expenses and the corresponding liabilities atthe fair value of the liability incurred by the CBC.
3)Revision and termination of share-based payment schemes
If the revision results in an increase in the fair value of the equity instruments granted, the CBC shall recognizethe increase in the services rendered accordingly at the increased fair value of the equity instruments. If therevision results in an increase in the number of equity instruments granted, the CBC will recognize the increase inthe services rendered accordingly at the fair value of the increased number of equity instruments. If the CBCrevises the vesting conditions on terms favorable to the employees, the CBC will take into consideration of therevised vesting conditions when dealing with the vesting conditions.
If the revision results in a decrease in the fair value of the equity instruments granted, the CBC shall continuerecognize the amount of services rendered accordingly at the fair value of the equity instruments on the date ofgrant without considering the decrease in the fair value of the equity instruments. If the revision results in adecrease in the number of equity instruments granted, the CBC will account for such decrease by reducing part ofthe cancellation of equity instruments granted. If the CBC revises the vesting conditions on terms not favorable tothe employees, the CBC will not take into consideration of the revised vesting conditions when dealing with thevesting conditions.
If the CBC cancels the equity instruments granted or settles the equity instruments granted during the vestingperiod (other than cancellation as a result of failure to satisfy the vesting conditions), such cancellation orsettlement will be treated as accelerated exercisable rights and the original amount in the remaining vesting periodwill be recognized immediately.
38. Other financial instruments including preferred stock and perpetual bonds
39. Revenue
The Company shall comply with the disclosure requirement of jewelry-related industries in the “Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 3- Industry Disclosure”
(1) Recognition of revenue
On the starting date of the contract, the company evaluates the contract, identifies each individual performanceobligation contained in the contract, and determines whether each individual performance obligation is performedwithin a certain period of time or at a certain point in time.
When meeting one of the following conditions, it belongs to the performance obligation within a certain period oftime, otherwise, it belongs to the performance obligation at a certain point in time: 1) The customer obtains andconsumes the economic benefits brought by the company's performance at the same time as the companyperforms the contract; 2) The customer can control the goods or services under construction during the company'sperformance; 3) The goods or services produced during the company's performance have irreplaceable uses, andthe company has the right to collect payments for the accumulated performance part of the contract during theentire contract period .
For performance obligations performed within a certain period of time, the company recognizes revenue inaccordance with the performance progress during that period of time. When the performance progress cannot bereasonably determined, if the cost incurred is expected to be compensated, the revenue shall be recognizedaccording to the amount of the cost incurred until the performance progress can be reasonably determined. Forperformance obligations performed at a certain point in time, revenue is recognized at the point when thecustomer obtains control of the relevant goods or services. When judging whether the customer has obtainedcontrol of the goods, the company considers the following signs: 1) The company has the current right to receivepayment for the goods, that is, the customer has the current payment obligation for the goods; 2) The company hastransferred the legal ownership of the goods to the customer, that is, the customer has legal ownership of thegoods; 3) The company has transferred the product to the customer in kind, that is, the customer has physicallytaken possession of the product; 4) The company has transferred the major risks and rewards of the ownership ofthe goods to the customer, that is, the customer has obtained the main risks and rewards of the ownership of thegoods; 5) the customer has accepted the goods; 6) Other signs indicate that the customer has obtained control ofthe goods.
(2) Principles of revenue measurement
1) The company measures revenue based on the transaction price allocated to each individual performanceobligation. The transaction price is the amount of consideration that the company expects to be entitled to receivedue to the transfer of goods or services to the customer, and does not include the amount collected on behalf of athird party and the amount expected to be returned to the customer.
2) If there is variable consideration in the contract, the company shall determine the best estimate of the variableconsideration based on the expected value or the amount most likely to incur, but the transaction price including
the variable consideration shall not exceed the amount at which the accumulatively recognized income is mostlikely not be subject to a significant reversal when the relevant uncertainty is eliminated.
3) If there is a major financing component in the contract, the company shall determine the transaction price basedon the amount payable in cash when the customer assumes control of the goods or services. The differencebetween the transaction price and the contract consideration shall be amortized by the effective interest methodduring the contract period. On the starting date of the contract, if the company expects that the interval betweenthe customer's acquisition of control of the goods or services and the customer's payment of the price will notexceed one year, we will not consider the significant financing components in the contract.
4) If the contract contains two or more performance obligations, the company will allocate the transaction pricesto each individual performance obligation in accordance with the relative proportion of the stand-alone sellingprice of the goods promised by each individual performance obligation on the commencement date of contract.
(3) Specific method of revenue recognition:
In accordance with the general principles of revenue recognition and the actual situation of the company's productsales, the company formulates a specific revenue recognition method that the products sold by the company tocustomers are recognized as revenue after the products are delivered to the customer and the customer carries outacceptance and inspection.
40. Government subsidy
(1) government subsidy including those relating to assets and relating to income
(2)government grant, if granted as monetary assets, are measured at the amount received or receivable, andmeasured at fair value if granted as non-monetary assets. If the fair value can not be determined reliably, theyshall be measured at nominal value.
(3) Aggregate method for government subsidy:
1)government subsidy relating to assets are recognized as deferred income, which shall be recorded in profit orloss by installment reasonably and systematically within the useful life of the assets. If assets are sold, transferred,discarded as useless or damaged prior to expiration of the useful life, the remaining deferred income undistributedshall be transferred to profit or loss for the period in which the assets are disposed.
2)If government subsidy relating to income are used to compensate for relevant costs or loss for the subsequent
periods, they shall be recognized as deferred income, and recorded in profit or loss for the period in which therelevant costs are recognized. If government subsidy relating to income are used to compensate for the relevantcosts or loss occurred, they shall be recorded in profit or loss for the period directly.
(4)Net method for government subsidy
1) government subsidy relating to assets are used to write off the carrying value of the relevant assets;
2) If government subsidy relating to income are used to compensate for relevant costs or loss for the subsequentperiods, they shall be recognized as deferred income, and recorded in profit or loss for the period in which offsetagainst the relevant costs. If government subsidy relating to income are used to compensate for the relevant costsor loss occurred, they shall be offset against the relevant costs for the period directly.
(5)The CBC adopts aggregated accounting method for the government subsidy received.
(6)As for the government subsidy comprising both portions relating to assets and income, separate accountingshall be made for different portion; in case it is hard to differentiate the portions, the subsidy will be recorded asrelated to income in general.
(7)The CBC realizes government subsidy relating to its normal activities as other income based on the substanceof economic business, and if not related to its normal activities, realized as non-operating income and expenditure.
(8)Subsidized loans from preferential policy obtained by the CBC are classified based on whether subsidy fundsare paid to the loaning bank or directly to the CBC by the competent financial authorities and are treated based onthe following principles:
1)Where subsidy funds are paid to the loaning bank by the competent financial authorities and the bank thenprovides loans to the CBC at a preferential policy rate, accounting shall be made by the CBC as follows:
a. Recognizes the actual borrowing amount received as the carrying value of the loan, and calculates the relevantborrowing costs based on the principal and the preferential policy rate.
b.Recognizes the fair value of the loan as the carrying value and calculates the borrowing cost under effective
interest method, and recognizes the difference between the actual amount received and the fair value of the loan asdeferred income. Deferred income is amortized over the term of the loan under effective interest method andoffset against the relevant borrowing costs.
2)If the subsidy funds are paid directly to the CBC by finance authority, the CBC will offset the correspondingsubsidy against the relevant borrowing expenses.
41. Deferred income tax asset /Deferred income tax liabilities
(1) Deferred tax assets or deferred tax liabilities are calculated and recognized based on the difference between thecarrying amount and tax base of assets and liabilities (and the difference of the carrying amount and tax base ofitems not recognized as assets and liabilities but with their tax base being able to be determined according to taxlaws) and in accordance with the tax rate applicable to the period during which the assets are expected to berecovered or the liabilities are expected to be settled.
(2)A deferred tax asset is recognized to the extent of the amount of the taxable income, which it is most likely toobtain and which can be deducted from the deductible temporary difference. At the balance sheet date, if there isany exact evidence that it is probable that future taxable profits will be available against which deductibletemporary differences can be utilized, the deferred tax assets unrecognized in prior periods are recognized.
(3)At the balance sheet date, the carrying amount of deferred tax assets is reviewed. The carrying amount of adeferred tax asset is reduced to the extent that it is no longer probable that sufficient taxable profits will beavailable to allow the benefit of the deferred tax asset to be utilized. Such reduction is subsequently reversed tothe extent that it becomes probable that sufficient taxable income will be available.
(4)The income tax and deferred tax for the period are treated as income tax expenses or income through profit orloss, excluding those arising from the following circumstances: ① business combination; and ② the transactionsor items directly recognized in equity.
42. Lease
(1)Accounting for operating lease
When the Company is the lessee, lease payments are recognized as cost or profit or loss with straight-line methodover the lease term. Initial expenses are recognized directly into profit or loss. Contingent rents are charged asprofit or loss in the periods in which they are incurred.When the Company is the lessor, lease income is recognized as profit or loss with straight-line method over thelease term. Initial expenses, other than those with material amount and eligible for capitalization which arerecognized as profit or loss by installments, are recognized directly as profit or loss. Contingent rents are chargedinto profit or loss in the periods in which they are incurred.
(2)Accounting for financing lease
When the company acts as lessee, at the inception of lease, the lower of fair value of leased assets at the inceptionof lease and the present value of minimum lease payment is recognized as the value of leased assets. Theminimum lease payment is recognized as the value of long-term payable. Their difference is recorded asunrecognized finance costs with any initial direct expense incurred recorded in the value of leased assets. For eachperiod of the lease term, current finance cost is calculated using effective interest method.
When the company acts as lessor, at the inception of lease, the sum of minimum lease income at the inception oflease and the initial direct expense is recognized as the value of finance lease payment receivable, with unsecuredbalance also recorded. The difference between the sum of minimum lease income, initial direct expense andunsecured balance and the sum of their present values is recognized as unrealized finance income. For each periodof the lease term, current finance income is calculated using effective interest method.
43. Other important accounting policy and estimation
Discontinued operation refers to the operation disposed or classified as held-for-sale by the Company andpresented separately under operation segments and financial statements, which has fulfilled one of the followingcriteria:
(1) it represents an independent key operation or key operating region;
(2) it is part of the proposed disposal plan on an independent key operation or proposed disposal in key operatingregion; or
(3) it only establishes for acquisition of subsidiary through disposal.
The enterprise shall separately list profit and loss from continuing operations and profit and loss fromdiscontinuing operations in the profit statement. For non-current assets held for sale or disposal groups that do not
meet the definition of discontinuing operations, the impairment losses and reversal amounts and disposal gainsand losses should be presented as profit or loss from continuing operations. Operational gains and losses anddisposal profits and losses such as impairment losses and reversal amounts of discontinuing operations should bereported as profits or losses of discontinuing operations.
44. Changes of important accounting policy and estimation
(1) Changes of important accounting policy
?Applicable □Not applicable
| The contents and reasons of accounting policy changes | Examination and approval procedures | Note |
(1)After approved by the BOD, relevant regulations with “Explanation of the Accounting Standards for Business EnterpriseNo.15”(CK[2021]No.35) concerned are applicable since 1 January 2022, change of this accounting policy has no impact on thefinancial statement in the Period.
(2)After approved by the BOD, relevant regulations with “Explanation of the Accounting Standards for Business EnterpriseNo.16”(CK[2022]No.31) concerned are applicable since 1 January 2022, change of this accounting policy has no impact on thefinancial statement in the Period.
(2) Changes of important accounting estimation
?Applicable □Not applicable
| Contents and reasons for change | Examination and approval procedures | Starting point of application | Note |
No important changes in accounting estimation occurred during the reporting period.
45. Other
There were no major error correction on prior period in the reporting period.The adjustment of financial statement at the beginning of the year when first implemented the new accounting standards orexplanations since 2022VI. Taxes
1. Main tax and tax rate
| Type of tax | Tax calculation evidence | Tax rate |
| Value added tax | Sales of goods, taxable labor service revenue, taxable income, intangible assets income and income from property leasing | 5%, 6%, 13% |
| City maintenance & construction tax | Turnover tax payable | 7% |
| Enterprise income tax | Taxable income | 25%, 20%, 15% |
Disclose reasons for different taxpaying body
| Taxpaying body | Income tax rate |
| The CBC | 25.00% |
| Shenzhen Emmelle Industrial Co., Ltd. | 20.00% |
| Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd | 20.00% |
| Shenzhen Emmelle Cloud Technology Co., Ltd. | 20.00% |
2. Tax preference
According to the "Enterprise Income Tax Law of the People's Republic of China" and its implementation regulations, the "Notice ofthe State Taxation Administration and Ministry of Finance on the Implementation of Inclusive Tax Relief Policies for Small andMicro Enterprises" (CS[2019] No. 13) and other provisions, from January 1, 2019 to December 31, 2021, the portion of the annualtaxable income of small, low-profit enterprises that does not exceed 1 million yuan will be included in the taxable income by 25%,and the corporate income tax will be paid at a tax rate of 20%. The portion of the annual taxable income of small, low-profitenterprises exceeding 1 million yuan but not exceeding 3 million yuan will be included in the taxable income by50%, and thecorporate income tax will be paid at a tax rate of 20%. Subsidiary of CBC- Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd.,Shenzhen Emmelle Industrial Co., Ltd and Shenzhen Emmelle Cloud Technology Co., Ltd., are small and low-profit enterprises,therefore a preferential tax rate of 20% is applies.
3. Other
NilVII. Notes to Items in the Consolidated Financial Statements
1. Monetary fund
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Cash on hand | 33,531.25 | 27,587.25 |
| Bank deposit | 50,979,338.10 | 33,219,370.67 |
| Other monetary fund | 3,686,621.83 | |
| Total | 54,699,491.18 | 33,246,957.92 |
| Total amount that have restriction on use due to mortgage, pledge or frozen | 3,776,621.83 |
Other explanation:
At the end of the period, there are no funds deposited overseas or with potential recovery risks.
2. Trading financial assets
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Including: |
| Including: |
Other explanation:
Nil
3. Derivative financial assets
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Other explanation:
Nil
4. Note receivable
(1) Category
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Bank acceptance notes | 1,102,000.00 | |
| Total | 1,102,000.00 |
Unit: RMB/CNY
| Category | Ending balance | Opening balance | ||||||||
| Book balance | Bad debt provision | Book value | Book balance | Bad debt provision | Book value | |||||
| Amount | Ratio | Amount | Accrual ratio | Amount | Ratio | Amount | Accrual ratio | |||
| Including: | ||||||||||
| Including: | ||||||||||
If the provision for bad debts of notes receivable is made in accordance with the general model of expected credit losses, pleaserefer to the disclosure of other account receivable to disclose related information about bad-debt provisions:
□Applicable ?Not applicable
(2) Bad debt provision accrual, collected or reversal in the period
Accrual of bad debt provision in the period:
Unit: RMB/CNY
| Category | Opening balance | Current changes | Ending balance | |||
| Accrual | Collected or reversal | Write off | Other | |||
Including important amount of bad debt provision collected or reversal in the period:
□Applicable ?Not applicable
(3) Note receivable pledged at period-end
Unit: RMB/CNY
| Item | Amount pledged at period-end |
(4) Note receivable which have endorsed and discount at period-end and has not expired on balance sheetdate
Unit: RMB/CNY
| Item | Amount derecognition at period-end | Amount not derecognition at period-end |
| Bank acceptance notes | 470,000.00 | 2,470,000.00 |
| Total | 470,000.00 | 2,470,000.00 |
(5)Notes transfer to account receivable due for failure implementation by drawer at period-end
Unit: RMB/CNY
| Item | Amount transfer to account receivable at period-end |
Other explanation:
Nil
(6) Note receivable actually written-off in the period
Unit: RMB/CNY
| Item | Amount written off |
Including important note receivable written-off:
Unit: RMB/CNY
| Enterprise | Nature | Amount written off | Causes | Procedure | Amount cause by related transactions or not (Y/N) |
Explanation on note receivable written-off:
Nil
5. Account receivable
(1)Category
Unit: RMB/CNY
| Category | Ending balance | Opening balance | ||||||||
| Book balance | Bad debt provision | Book value | Book balance | Bad debt provision | Book value | |||||
| Amount | Ratio | Amount | Accrual ratio | Amount | Ratio | Amount | Accrual ratio | |||
| Account receivab | 26,197,973.35 | 9.62% | 21,516,069.69 | 82.13% | 4,681,903.66 | 24,072,436.14 | 34.94% | 7,229,285.93 | 30.03% | 16,843,150.21 |
| le with bad debt provision accrual by single basis | ||||||||||
| Including: | ||||||||||
| Accounts with single significant amount but with bad debts provision accrued individually | 21,862,832.43 | 8.03% | 17,490,265.94 | 80.00% | 4,372,566.49 | 18,925,666.88 | 34.94% | 3,785,133.38 | 20.00% | 15,140,533.50 |
| Accounts with single minor amount but with bad debts provision accrued individually | 4,335,140.92 | 1.59% | 4,025,803.75 | 92.86% | 309,337.17 | 5,146,769.26 | 9.50% | 3,444,152.55 | 66.92% | 1,702,616.71 |
| Account receivable with bad debt provision accrual by portfolio | 246,125,775.60 | 90.38% | 738,377.33 | 0.30% | 245,387,398.27 | 30,097,225.06 | 55.56% | 90,291.68 | 0.30% | 30,006,933.38 |
| Including: | ||||||||||
| Account receivable withdrawal bad debt provision by group of credit risk | 246,125,775.60 | 90.38% | 738,377.33 | 0.30% | 245,387,398.27 | 30,097,225.06 | 55.56% | 90,291.68 | 0.30% | 30,006,933.38 |
| characteristics (Aging analysis method) | ||||||||||
| Total | 272,323,748.95 | 100.00% | 22,254,447.02 | 250,069,301.93 | 54,169,661.20 | 100.00% | 7,319,577.61 | 13.51% | 46,850,083.59 |
Bad debt provision accrual on single basis: The account receivable of CBC with a single significant amount refers to a singleamount of 5 million yuan or more
Unit: RMB/CNY
| Name | Ending balance | |||
| Book balance | Bad debt provision | Accrual ratio | Reason for accrual | |
| Guangshui Jiaxu Energy Technology Co., Ltd. | 21,862,832.43 | 17,490,265.94 | 80.00% | Expected partial uncollectible |
| Total | 21,862,832.43 | 17,490,265.94 | ||
Bad debt provision accrual on single basis: Accounts with single minor amount but with bad debts provision accrued individually
Unit: RMB/CNY
| Name | Ending balance | |||
| Book balance | Bad debt provision | Accrual ratio | Reason for accrual | |
| Suzhou Daming Vehicle Industry Co., Ltd. | 944,014.42 | 755,211.54 | 80.00% | Expected to be difficult to recover |
| Suzhou Jiaxin Economic Trade Co., Ltd. | 888,757.00 | 888,757.00 | 100.00% | Expected to be difficult to recover |
| Dongguan Daxiang New Energy Co., Ltd. | 676,734.00 | 676,734.00 | 100.00% | Expected to be difficult to recover |
| Shijiazhuang Dasong Tech. Co., Ltd | 497,064.00 | 497,064.00 | 100.00% | Expected to be difficult to recover |
| Guangdong Xinlingjia New Energy Co., Ltd. | 348,136.00 | 348,136.00 | 100.00% | Expected to be difficult to recover |
| Shanghai Swen Electric Vehicle Co., Ltd. | 280,197.50 | 280,197.50 | 100.00% | Expected to be difficult to recover |
| Hubei Topsdun Eletronic Tech. Co., Ltd. | 241,068.58 | 120,534.29 | 50.00% | Expected to be difficult to recover |
| Tianjin Huihui Electric Vehicle Co., Ltd. | 116,840.14 | 116,840.14 | 100.00% | Expected to be difficult to recover |
| Fuzhou Dayang Commercial Co., Ltd. | 147,804.28 | 147,804.28 | 100.00% | Expected to be difficult to recover |
| Other | 194,525.00 | 194,525.00 | 100.00% | Expected to be difficult to recover |
| Total | 4,335,140.92 | 4,025,803.75 | ||
Bad debt provision accrual on portfolio:Accounts receivable with provision for bad debts by aging analysis method
Unit: RMB/CNY
| Name | Ending balance | ||
| Book balance | Bad debt provision | Accrual ratio | |
| Within one year(one year | 245,316,931.87 | 735,950.80 | 0.30% |
| included) | |||
| 1-2 years (2 years included) | 1,724.11 | 5.17 | 0.30% |
| 2-3 years (3 years included) | 807,119.62 | 2,421.36 | 0.30% |
| Total | 246,125,775.60 | 738,377.33 |
Explanation on portfolio basis:
NilIf the provision for bad debts of account receivable is made in accordance with the general model of expected credit losses, pleaserefer to the disclosure of other account receivable to disclose related information about bad-debt provisions:
□Applicable ?Not applicable
By account age
Unit: RMB/CNY
| Account age | Book balance |
| Within one year(one year included) | 245,316,931.87 |
| 1-2 years | 1,724.11 |
| 2-3 years | 807,119.62 |
| Over 3 years | 26,197,973.35 |
| 3-4 years | 26,197,973.35 |
| Total | 272,323,748.95 |
(2) Bad debt provision accrual, collected or reversal in the period
Accrual of bad debt provision in the period:
Unit: RMB/CNY
| Category | Opening balance | Current changes | Ending balance | |||
| Accrual | Collected or reversal | Write off | Other | |||
| Accrual of bad debt provision for account receivable in the Period | 16,220,871.61 | 763,930.00 | 522,072.20 | |||
| Total | 16,220,871.61 | 763,930.00 | 522,072.20 | |||
Including important amount of bad debt provision collected or reversal in the period:
Unit: RMB/CNY
| Enterprise | Amount collected or reversal | Collection way |
(3) Account receivables actually write-off during the reporting period
Unit: RMB/CNY
| Item | Amount written off |
Including major account receivables write-off:
Unit: RMB/CNY
| Enterprise | Nature | Amount written off | Causes | Procedure | Amount cause by related transactions or not (Y/N) |
Explanation on account receivable write-off:
(4) Top five account receivables collected by arrears party at ending balance
Unit: RMB/CNY
| Enterprise | Ending balance of accounts receivable | Proportion of total closing balance of accounts receivable | Ending balance of bad bet provision |
| Shenzhen Yunshang Jewelry Co., Ltd. | 63,230,547.34 | 23.22% | 189,691.65 |
| Fuzhou Rongrun Jewelry Co., Ltd. | 44,987,445.10 | 16.52% | 134,962.34 |
| Shenzhen Hualinglong Jewelry Culture Tech. Co., Ltd. | 37,514,073.30 | 13.78% | 112,542.22 |
| Fuzhou Cangshan Dingjue Jewelry Firm | 26,828,833.21 | 9.85% | 80,486.50 |
| Guangshui Jiaxu Energy Technology Co., Ltd. | 21,862,832.43 | 8.03% | 17,490,265.94 |
| Total | 194,423,731.38 | 71.40% |
(5) Assets and liability resulted by account receivable transfer and continuous involvement
Other explanation:
(6) Account receivable derecognition due to transfer of financial assets
6. Receivable financing
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Change of receivables financing and fair value in the period
□Applicable ?Not applicable
If the provision for bad debts of receivable financing is made in accordance with the general model of expected credit losses,please refer to the disclosure of other account receivable to disclose related information about bad-debt provisions:
□Applicable ?Not applicable
Other explanation:
7. Accounts paid in advance
(1) By account age
Unit: RMB/CNY
| Account age | Ending balance | Opening balance | ||
| Amount | Ratio | Amount | Ratio | |
| Within one year | 4,285,047.15 | 99.96% | 1,300,408.57 | 100.00% |
| 1-2 years | 1,888.00 | 0.04% | ||
| Total | 4,286,935.15 | 1,300,408.57 | ||
Explanation on un-settlement in time for advance payment with over one year account age and major amounts:
(2) Top 5 advance payment at ending balance by prepayment object
| Enterprise | Amount | Nature | Ratio in total advance e payment(%) |
| Fujian Hengsheng Jewelry Co., Ltd. | 4,000,000.00 | Payment for goods paid in advance | 93.31 |
| Shenzhen Huamao Gold Co., Ltd. | 89,384.50 | Payment for goods paid in advance | 2.09 |
| Changzhou Ruiqi Precision Measurement Tech. Co., Ltd. | 83,400.00 | Payment for goods paid in advance | 1.95 |
| Shenzhen Cuilu Gold Business | 66,708.18 | Payment for goods paid in advance | 1.56 |
| Wenzhou Xialong Traffic Signs Co., Ltd. | 23,754.00 | Payment for goods paid in advance | 0.55 |
| Total | 4,263,246.68 | 99.45 |
Other explanation:
At end of the period, there was no advance payment from shareholder unit and other related parties that holds 5% (included) votingrights of the Company among Advance Payment
8. Other account receivable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Other account receivable | 438,477.82 | 494,695.27 |
| Total | 438,477.82 | 494,695.27 |
(1) Interest receivable
1) Category
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
2) Important overdue interest
Unit: RMB/CNY
| Borrower | Ending balance | Overdue time | Overdue reason | Impairment (Y/N) and judgment basis |
Other explanation:
3) Accrual of bad debt provision
□Applicable ?Not applicable
(2) Dividend receivable
1) Category
Unit: RMB/CNY
| Item (or the invested entity) | Ending balance | Opening balance |
2) Important dividend receivable with over one year aged
Unit: RMB/CNY
| Item (or the invested entity) | Ending balance | Account age | Causes of failure for collection | Impairment (Y/N) and judgment basis |
3) Accrual of bad debt provision
□Applicable ?Not applicable
Other explanation:
(3) Other account receivable
1) By nature
Unit: RMB/CNY
| Nature | Ending book balance | Opening book balance |
| Deposit or margin | 504,107.88 | 576,539.00 |
| Payment for equipment | 311,400.00 | 311,400.00 |
| Personal loan of employees | 33,445.00 | 20,144.82 |
| Other | 62,744.32 | |
| Total | 911,697.20 | 908,083.82 |
2) Accrual of bad debt provision
Unit: RMB/CNY
| Bad debt provision | Phase I | Phase II | Phase III | Total |
| Expected credit losses over next 12 months | Expected credit losses for the entire duration (without credit impairment occurred) | Expected credit losses for the entire duration (with credit impairment occurred) | ||
| Balance on January 1, 2022 | 413,388.55 | 413,388.55 | ||
| January 1, 2022 balance in the current period | ||||
| Accrual in the Period | 59,830.83 | 59,830.83 | ||
| Balance on December 31, 2022 | 473,219.38 | 473,219.38 |
Change of book balance of loss provision with amount has major changes in the period
□Applicable ?Not applicable
By account age
Unit: RMB/CNY
| Account age | Book balance |
| Within one year(one year included) | 319,540.20 |
| 1-2 years | 11,600.00 |
| 2-3 years | 108,657.00 |
| Over 3 years | 471,900.00 |
| 3-4 years | 60,000.00 |
| 4-5 years | 50,000.00 |
| Over 5 years | 361,900.00 |
| Total | 911,697.20 |
3) Bad debt provision accrual, collected or reversal in the period
Accrual of bad debt provision in the period:
Unit: RMB/CNY
| Category | Opening balance | Current changes | Ending balance | |||
| Accrual | Collected or reversal | Write off | Other | |||
| Other account receivable Bad debt provision-1st stage | 413,388.55 | 59,830.83 | 473,219.38 | |||
| Total | 413,388.55 | 59,830.83 | 473,219.38 | |||
Important amount of bad debt provision switch-back or collection in the period:
Unit: RMB/CNY
| Enterprise | Amount switch-back or collection | Collection way |
Nil
4) Other account receivables actually write-off during the reporting period
Unit: RMB/CNY
| Item | Amount written off |
Including major other account receivables write-off:
Unit: RMB/CNY
| Enterprise | Other Nature | Amount written off | Causes | Procedure | Amount cause by related transactions or not (Y/N) |
Other Explanation on account receivable write-off:
Nil
5) Top 5 other account receivable collected by arrears party at ending balance
Unit: RMB/CNY
| Enterprise | Nature | Ending balance | Account age | Proportion in total other account receivables at period-end | Ending balance of bad bet provision |
| Shenzhen Luwei Mechatronic Equipment Co., Ltd | Payment for equipment | 300,000.00 | Over 5 years | 32.91% | 300,000.00 |
| Alipay (China) Network Technology Co., Ltd. customer reserve fund | Margin or deposit | 170,000.00 | Within 5 years | 18.65% | 110,180.00 |
| Shenye Pengji (Group) Co., Ltd. | Margin or deposit | 97,859.38 | 1-2 years | 10.73% | 293.58 |
| Xi’an Zhongjinpu Trading Co., Ltd. | Payment for goods | 62,744.32 | One year | 6.88% | 188.23 |
| Customer provision(JD.Com | Margin or deposit | 40,103.50 | Within 5 years | 4.40% | 120.31 |
| ) of the Quick Money Payment Clearing Information Co., Ltd. | |||||
| Total | 670,707.20 | 73.57% | 410,782.12 |
6) Account receivable with government subsidy involved
Unit: RMB/CNY
| Enterprise | Government subsidy | Ending balance | Ending account age | Time, amount and basis of amount collection estimated |
Nil
7) Other account receivable derecognition due to financial assets transfer
Nil
8) Assets and liability resulted by other account receivable transfer and continuous involvementNilOther explanation:
Nil
9. Inventory
Whether companies need to comply with the disclosure requirements of the real estate industryNo
(1) Category
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||||
| Book balance | Provision for inventory depreciation or contract performance cost impairment provision | Book value | Book balance | Provision for inventory depreciation or contract performance cost impairment provision | Book value | |
| Raw materials | 22,911,015.69 | 22,911,015.69 | 5,151,013.66 | 4,227.80 | 5,146,785.86 | |
| Finished goods | 25,045,073.77 | 412,020.87 | 24,633,052.90 | 2,917,927.37 | 371,836.25 | 2,546,091.12 |
| Consigned processing | 662,798.22 | 662,798.22 | 555,696.79 | 555,696.79 | ||
| materials | ||||||
| Total | 48,618,887.68 | 412,020.87 | 48,206,866.81 | 8,624,637.82 | 376,064.05 | 8,248,573.77 |
The Company shall comply with the disclosure requirement of jewelry-related industries in the “Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 3- Industry Disclosure”
(2) Provision for inventory depreciation or contract performance cost impairment provision
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance | ||
| Accrual | Other | Switch back or charge-off | Other | |||
| Raw materials | 4,227.80 | 4,227.80 | ||||
| Finished goods | 371,836.25 | 110,756.09 | 70,571.47 | 412,020.87 | ||
| Total | 376,064.05 | 110,756.09 | 74,799.27 | 412,020.87 | ||
(3) Explanation on capitalization of borrowing costs at ending balance of inventoryNil
(4) Explanation on the current amortization amount of contract performance costsNil
10. Contractual assets
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||||
| Book balance | Impairment provision | Book value | Book balance | Impairment provision | Book value | |
Book value of contractual assets has major changes and causes:
Unit: RMB/CNY
| Item | Amount changes | Reason for change |
If the provision for bad debts of contract asset is made in accordance with the general model of expected credit losses, please referto the disclosure of other account receivable to disclose related information about bad-debt provisions:
□Applicable ?Not applicable
Accrual of impairment provision in the period
Unit: RMB/CNY
| Item | Accrual in the Period | Switch-back in the Period | Reversal/Write off | Causes |
Other explanation:
11. Assets held for sale
Unit: RMB/CNY
| Item | Ending book balance | Impairment provision | Ending book value | Fair value | Expected disposal expenses | Expected disposal time |
Other explanation:
Nil
12. Non-current asset due within one year
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Important debt investment/other debt investment
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||||||
| Face value | Coupon rate | Actual rate | Due date | Face value | Coupon rate | Actual rate | Due date | |
Other explanation:
Nil
13. Other current assets
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Input tax to be deducted | 35,453,106.62 | 1,078,351.48 |
| Issuance costs of non-public offering of shares | 735,849.05 | |
| Total | 35,453,106.62 | 1,814,200.53 |
Other explanation:
14. Debt investment
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||||
| Book balance | Impairment provision | Book value | Book balance | Impairment provision | Book value | |
Important debt investment
Unit: RMB/CNY
| Debt investment | Ending balance | Opening balance | ||||||
| Face value | Coupon rate | Actual rate | Due date | Face value | Coupon rate | Actual rate | Due date | |
Accrual of impairment provision
Unit: RMB/CNY
| Bad debt provision | Phase I | Phase II | Phase III | Total |
| Expected credit losses over next 12 months | Expected credit losses for the entire duration (without credit impairment occurred) | Expected credit losses for the entire duration (with credit impairment occurred) | ||
| January 1, 2022 balance in the current period |
Change of book balance of loss provision with amount has major changes in the period
□Applicable ?Not applicable
Other explanation:
15. Other debt investment
Unit: RMB/CNY
| Item | Opening balance | Accrued interest | Change of fair value in the period | Ending balance | Cost | Cumulative changes of fair value | Cumulative loss impairment recognized in other comprehensive income | Note |
Important other debt investment
Unit: RMB/CNY
| Other debt investment | Ending balance | Opening balance | ||||||
| Face value | Coupon rate | Actual rate | Due date | Face value | Coupon rate | Actual rate | Due date | |
Accrual of impairment provision
Unit: RMB/CNY
| Bad debt provision | Phase I | Phase II | Phase III | Total |
| Expected credit losses over next 12 months | Expected credit losses for the entire duration (without credit impairment occurred) | Expected credit losses for the entire duration (with credit impairment occurred) | ||
| January 1, 2022 balance in the current period |
Change of book balance of loss provision with amount has major changes in the period
□Applicable ?Not applicable
Other explanation:
Nil
16. Long-term account receivable
(1) Long-term account receivable
Unit: RMB/CNY
| Item | Ending balance | Opening balance | Discount rate interval | ||||
| Book balance | Bad debt provision | Book value | Book balance | Bad debt provision | Book value | ||
Impairment of bad debt provision
Unit: RMB/CNY
| Bad debt provision | Phase I | Phase II | Phase III | Total |
| Expected credit losses over next 12 months | Expected credit losses for the entire duration (without credit impairment occurred) | Expected credit losses for the entire duration (with credit impairment occurred) | ||
| January 1, 2022 balance in the current period |
Change of book balance of loss provision with amount has major changes in the period
□Applicable ?Not applicable
Nil
(2) Long-term account receivable derecognized due to financial assets transferNil
(3) Assets and liabilities resulted by long-term account receivable transfer and continues involvementNilOther explanation:
Nil
17. Long-term equity investment
Unit: RMB/CNY
| The invested entity | Opening balance(Book value) | Changes in the period (+, -) | Ending balance(Book value) | Ending balance of impairment provision | |||||||
| Additional investment | Capital reduction | Investment gains recognized under equity | Other comprehensive income adjustment | Other equity change | Cash dividend or profit announced to issued | Accrual of impairment provision | Other | ||||
| I. Joint venture | |||||||||||
| Shenzhen Emmelle Industrial Co., Ltd. | 10,379.73 | 10,379.73 | |||||||||
| Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd | 19,950,000.00 | 19,950,000.00 | |||||||||
| Subtotal | 19,960,379.73 | 19,960,379.73 | |||||||||
| II. Associated enterprise | |||||||||||
| Total | 19,960,379.73 | 19,960,379.73 | |||||||||
Other explanation:
Nil
18. Investment in other equity instrument
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Itemized the non-tradable equity instrument investment in the period
Unit: RMB/CNY
| Item | Dividend income recognized | Cumulative gains | Cumulative losses | Retained earnings transfer from other comprehensive income | Causes of those that designated measured by fair value and with its variation reckoned into other comprehensive income | Cause of retained earnings transfer from other comprehensive income |
Other explanation:
Nil
19. Other non-current financial assets
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Other explanation:
Nil
20. Investment real estate
(1) Investment real estate measured at cost
□Applicable ?Not applicable
(2) Investment real estate measured at fair value
□Applicable ?Not applicable
(3) Investment real estate without property rights certificate
Unit: RMB/CNY
| Item | Book value | Reasons for failing to complete the property rights certificate |
Other explanation:
Nil
21. Fix assets
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Fix assets | 2,304,402.38 | 3,439,212.00 |
| Total | 2,304,402.38 | 3,439,212.00 |
(1) Fix assets
Unit: RMB/CNY
| Item | Houses and buildings | Machinery equipment | Means of transportation | Electronic equipment and others | Total |
| I. Original book value: | |||||
| 1.Opening balance | 2,959,824.00 | 1,414,480.77 | 958,593.21 | 253,527.49 | 5,600,043.47 |
| 2.Current increased | 46,324.60 | 46,324.60 | |||
| (1)Purchase | 46,324.60 | 46,324.60 | |||
| (2)Construction in progress transfer-in | |||||
| (3)The increase in business combination |
| 3.Current decreased | 218,803.42 | 218,803.42 | |||
| (1) Disposal or scrap | 218,803.42 | 218,803.42 | |||
| 4.Ending balance | 2,959,824.00 | 1,195,677.35 | 958,593.21 | 313,470.09 | 5,427,564.65 |
| II. Accumulated depreciation | |||||
| 1.Opening balance | 732,556.44 | 443,727.15 | 784,467.01 | 200,080.87 | 2,160,831.47 |
| 2.Current increased | 133,192.08 | 124,021.40 | 77,919.23 | 49,438.23 | 384,570.94 |
| (1)Accrual | 133,192.08 | 124,021.40 | 77,919.23 | 49,438.23 | 384,570.94 |
| 3.Current decreased | 151,845.89 | 151,845.89 | |||
| (1) Disposal or scrap | 151,845.89 | 151,845.89 | |||
| 4.Ending balance | 865,748.52 | 415,902.66 | 862,386.24 | 249,519.10 | 2,393,556.52 |
| III. Impairment provision | |||||
| 1.Opening balance | |||||
| 2.Current increased | 729,605.75 | 729,605.75 | |||
| (1)Accrual | 729,605.75 | 729,605.75 | |||
| 3.Current decreased | |||||
| (1) Disposal or scrap | |||||
| 4.Ending balance | 729,605.75 | 729,605.75 | |||
| IV. Book value | |||||
| 1.Ending book value | 2,094,075.48 | 50,168.94 | 96,206.97 | 63,950.99 | 2,304,402.38 |
| 2.Opening book value | 2,227,267.56 | 970,753.62 | 174,126.20 | 67,064.62 | 3,439,212.00 |
(2) Fixed assets temporary idle
Unit: RMB/CNY
| Item | Original book value | Accumulated depreciation | Impairment provision | Book value | Note |
| Machinery equipment | 1,044,247.81 | 314,642.06 | 729,605.75 |
(3) Fixed assets leasing-out by operational lease
Unit: RMB/CNY
| Item | Ending book value |
(4) Fixed assets without property rights certificate
Unit: RMB/CNY
| Item | Book value | Reasons for failing to complete the property rights certificate |
| Six properties in Lianxin Garden | 2,094,075.48 | The six properties of Lianxin Garden 7-20F with original value of 2,959,824.00 Yuan. The property purchasing refers to the indemnificatory housing for enterprise talent buying from Shenzhen Housing and Construction Bureau of Luohu District. According to the agreement, the enterprise shall not carrying any kind of property trading with any units or individuals except the government, and the company has no property certification on the above mentioned properties. |
Other explanation:
Nil
(5) Fixed assets disposal
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Other explanation:
Nil
22. Construction in progress
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
(1) Construction in progress
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Book balance | Impairment provision | Book value | Book balance | Impairment provision | Book value |
(2) Changes in significant construction in progress
Unit: RMB/CNY
| Item | Budget | Opening balance | Current increased | Fixed assets transfer-in in the Period | Other decreased in the Period | Ending balance | Proportion of project investment in budget | Progress | Accumulated amount of interest capitalization | including: interest capitalized amount of the year | Interest capitalization rate of the year | Source of funds |
(3) Provision for impairment of construction in progress in the current period
Unit: RMB/CNY
| Item | Accrual in the period | Reasons for accrual |
Other explanation:
Nil
(4) Engineering materials
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||||
| Book balance | Impairment provision | Book value | Book balance | Impairment provision | Book value | |
Other explanation:
Nil
23. Productive biological asset
(1) Productive biological assets measured by cost
□Applicable ?Not applicable
(2) Productive biological assets measured by fair value
□Applicable ?Not applicable
24. Oil and gas asset
□Applicable ?Not applicable
25. Right-of-use assets
Unit: RMB/CNY
| Item | Houses and buildings | Total |
| I. Original book value | ||
| 1.Opening balance | 3,051,512.28 | 3,051,512.28 |
| 2.Current increased | ||
| 3.Current decreased | 95,785.85 | 95,785.85 |
| 4.Ending balance | 2,955,726.43 | 2,955,726.43 |
| II. Accumulated depreciation | ||
| 1.Opening balance | 1,546,253.38 | 1,546,253.38 |
| 2.Current increased | 1,235,536.34 | 1,235,536.34 |
| (1)Accrual | 1,235,536.34 | 1,235,536.34 |
| 3.Current decreased | ||
| (1) Disposal | ||
| 4.Ending balance | 2,781,789.72 | 2,781,789.72 |
| III. Impairment provision | ||
| 1.Opening balance | ||
| 2.Current increased | ||
| (1)Accrual | ||
| 3.Current decreased | ||
| (1) Disposal | ||
| 4.Ending balance | ||
| IV. Book value | ||
| 1.Ending book value | 173,936.71 | 173,936.71 |
| 2.Opening book value | 1,505,258.90 | 1,505,258.90 |
Other explanation:
Nil
26. Intangible assets
(1) Intangible assets
Unit: RMB/CNY
| Item | Land use right | Patent | Non-patent technology | Total | |
| I. Original book value | |||||
| 1.Opening |
| balance | |||||
| 2.Current increased | |||||
| (1)Purchase | |||||
| (2) Internal R & D | |||||
| (3)The increase in business combination | |||||
| 3.Current decreased | |||||
| (1) Disposal | |||||
| 4.Ending balance | |||||
| II. Accumulated depreciation | |||||
| 1.Opening balance | |||||
| 2.Current increased | |||||
| (1)Accrual | |||||
| 3.Current decreased | |||||
| (1) Disposal | |||||
| 4.Ending balance | |||||
| III. Impairment provision | |||||
| 1.Opening balance | |||||
| 2.Current increased | |||||
| (1)Accrual | |||||
| 3.Current decreased | |||||
| (1) Disposal | |||||
| 4.Ending |
| balance | |||||
| IV. Book value | |||||
| 1.Ending book value | |||||
| 2.Opening book value |
Ratio of intangible assets resulted from internal R&D in balance of intangible assets at period-end
(2) Land use right without certificate of title completed
Unit: RMB/CNY
| Item | Book value | Reasons for failing to complete the property rights certificate |
Other explanation:
Nil
27. Expense on research and development
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance | ||||
| Internal expense on R&D | Other | Recognized as intangible assets | Transfer to current profit and loss | |||||
| Total | ||||||||
Other explanation:
Nil
28. Goodwill
(1) Original book value of goodwill
Unit: RMB/CNY
| The invested entity or items | Opening balance | Current increased | Current decreased | Ending balance | ||
| Resulted by enterprise combination | Dispose | |||||
| Total | ||||||
(2) Goodwill Impairment provision
Unit: RMB/CNY
| The invested | Opening | Current increased | Current decreased | Ending balance |
| entity or items | balance | Accrual | Dispose | |||
| Total |
Information about the asset group or asset group combination in which the goodwill is locatedNilExplain the method of confirming the goodwill impairment test process, key parameters (such as the forecast period growth rate,stable period growth rate, profit rate, discount rate, forecast period, etc. when estimating the present value of future cash flow), andthe impairment loss of goodwill:
NilImpact of impairment test for goodwillNilOther explanation:
29. Long-term expenses to be apportioned
Unit: RMB/CNY
| Item | Opening balance | Current increased | Amortized in the Period | Other decrease | Ending balance |
Other explanation:
Nil
30. Deferred income tax asset /Deferred income tax liabilities
(1) Deferred income tax assets without offset
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||
| Deductible temporary difference | Deferred income tax asset | Deductible temporary difference | Deferred income tax asset | |
| Bad debt provision | 249,675.40 | 62,418.85 | 72,308.73 | 18,077.18 |
| Provision for decline in value of inventories | 226,201.90 | 56,550.48 | 183,877.94 | 45,969.49 |
| Total | 475,877.30 | 118,969.33 | 256,186.67 | 64,046.67 |
(2) Deferred income tax liabilities without offset
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||
| Taxable temporary | Deferred income tax | Taxable temporary | Deferred income tax | |
| differences | liabilities | differences | liabilities |
(3) Deferred income tax assets and deferred income tax liabilities listed after off-set
Unit: RMB/CNY
| Item | Trade-off between the deferred income tax assets and liabilities | Ending balance of deferred income tax assets or liabilities after off-set | Trade-off between the deferred income tax assets and liabilities at period-begin | Opening balance of deferred income tax assets or liabilities after off-set |
| Deferred income tax asset | 118,969.33 | 64,046.67 |
(4) Details of deferred income tax assets without recognized
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
(5) Deductible losses of un-recognized deferred income tax assets expired on the followed year
Unit: RMB/CNY
| Year | Ending amount | Opening amount | Note |
Other explanation:
Nil
31. Other non-current assets
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||||
| Book balance | Impairment provision | Book value | Book balance | Impairment provision | Book value | |
| Advance payment for house | 400,000.00 | 400,000.00 | 400,000.00 | 400,000.00 | ||
| Total | 400,000.00 | 400,000.00 | 400,000.00 | 400,000.00 | ||
Other explanation:
As of December 31, 2022, the Housing and Construction Bureau of Luohu District, Shenzhen City has not delivered houses forenterprise talents in Luohu District.
32. Short-term loans
(1) Category
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Explanation on short-term loans category:
Nil
(2) Overdue outstanding short-term loans
Total 0.00 Yuan overdue outstanding short-term loans at period-end, including the followed significant amount:
Unit: RMB/CNY
| Borrower | Ending balance | Lending rate | Overdue time | Overdue rate |
Other explanation:
Nil
33. Trading financial liability
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Including: | ||
| Including: |
Other explanation:
Nil
34. Derivative financial liability
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Other explanation:
Nil
35. Note payable
Unit: RMB/CNY
| Category | Ending balance | Opening balance |
Notes expired at period-end without paid was 0.00 Yuan.
36. Account payable
(1) Account payable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Within one year(one year included) | 1,914,595.55 | 7,347,161.83 |
| 1-2 years (2 years included) | 12,683.17 | 48,424.51 |
| 2-3 years (3 years included) | 48,424.51 | 410,259.07 |
| 3-4 years (4 years included) | 410,259.07 | 487,016.93 |
| 4-5 years (5 years included) | 487,016.93 | 1,240.00 |
| Over 5 years | 4,444.00 | 3,204.00 |
| Total | 2,877,423.23 | 8,297,306.34 |
(2) Important account payable with account age over one year
Unit: RMB/CNY
| Item | Ending balance | Reasons for non-reimbursement or carry-forward |
Other explanation:
There was no important account payable with account age over one year at end of the Period.
37. Accounts received in advance
(1) Accounts received in advance
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
(2) Account received in advance with over one year book age
Unit: RMB/CNY
| Item | Ending balance | Reasons for non-reimbursement or carry-forward |
38. Contractual liability
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Receipt of goods in advance | 791,762.84 | 124,328.07 |
| Total | 791,762.84 | 124,328.07 |
Book value has major changes in the period and causes
Unit: RMB/CNY
| Item | Amount changes | Reason for change |
39. Wage payable
(1) Wage payable
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance |
| I. Short-term compensation | 923,477.10 | 7,526,844.37 | 7,680,329.05 | 769,992.42 |
| II. Post-employment benefit-Defined contribution plan | 527,982.40 | 527,982.40 |
| Total | 923,477.10 | 8,054,826.77 | 8,208,311.45 | 769,992.42 |
(2) Short-term compensation
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance |
| 1. Wages, bonus, allowances and subsidy | 918,177.00 | 6,670,950.88 | 6,825,496.03 | 763,631.85 |
| 2. Employee benefits | 176,085.74 | 176,085.74 | ||
| 3. Social insurance | 292,013.49 | 291,835.39 | 178.10 | |
| Including: Medical insurance | 267,266.70 | 267,088.60 | 178.10 | |
| Work injury insurance | 7,296.94 | 7,296.94 | ||
| Maternity insurance | 17,449.85 | 17,449.85 | ||
| 4. Housing accumulation fund | 323,412.84 | 323,412.84 | ||
| 5. Labor union expenditure and personnel education expense | 5,300.10 | 64,381.42 | 63,499.05 | 6,182.47 |
| Total | 923,477.10 | 7,526,844.37 | 7,680,329.05 | 769,992.42 |
(3) Defined contribution plan
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance |
| 1. Basic endowment insurance | 516,150.77 | 516,150.77 | ||
| 2. Unemployment insurance | 11,831.63 | 11,831.63 | ||
| Total | 527,982.40 | 527,982.40 |
Other explanation:
At the end of the period, there were no arrears in employee compensation.
40. Taxes payable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Value added tax | 33,374,610.42 | 826,399.46 |
| Enterprise income tax | 1,113,788.23 | 27,591.59 |
| Individual income tax | 29,149.60 | 19,002.77 |
| City maintenance & construction tax | 2,056,530.87 | 15,940.70 |
| Stamp tax | 101,516.08 | 11,223.31 |
| Educational surcharge | 1,468,913.16 | 11,348.69 |
| Total | 38,144,508.36 | 911,506.52 |
Other explanation:
41. Other account payable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Other account payable | 48,621,087.98 | 61,407,301.04 |
| Total | 48,621,087.98 | 61,407,301.04 |
(1) Interest payable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Important interest overdue without paid:
Unit: RMB/CNY
| Borrower | Amount overdue | Overdue reason |
Other explanation:
Nil
(2) Dividend payable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Other explanation:including dividends payable with over one year age and disclosure un-payment reasonsNil
(3) Other account payable
1) By nature
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Custodian and common benefit debts | 28,624,749.18 | 25,501,476.16 |
| Warranty and guarantee money | 1,781,940.00 | 10,756,806.00 |
| Intercourse funds | 16,500,000.00 | 23,328,000.00 |
| Other payable service charge (intermediary services included) | 801,237.73 | 624,528.30 |
| Collection and payment | 669,657.66 | 648,626.35 |
| Other | 243,503.41 | 547,864.23 |
| Total | 48,621,087.98 | 61,407,301.04 |
2) Significant other payable with over one year age
Unit: RMB/CNY
| Item | Ending balance | Reasons for non-reimbursement or carry-forward |
| Custodian and common benefit debts | 28,624,749.18 | |
| Shenzhen Jianzhi Industrial Development Co., Ltd. | 10,000,000.00 | Pre-collection of cooperation deposit |
| Total | 38,624,749.18 |
Other explanation:
Note 1: “Intercourse funds ” at period-end includes 10,000,000.00 yuan, which is the cooperation deposit received in advance fromShenzhen Jianzhi Industrial Development Co., Ltd that may need to be returned in the future;Note 2: “Intercourse funds ” at period-end includes 6,500,000.00 yuan, which is the interest-free loan applied by subsidiary of theCompany Shenzhen Emmelle Industrial Co., Ltd to Shenzhen Guosheng Energy Investment Development Co., Ltd(the shareholderof CBC) on November 1, 2010 to supplement the daily working capital.
42. Liability held for sale
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Other explanation:
Nil
43. Non-current liabilities due within one year
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Lease liabilities due within one year | 210,892.38 | 1,456,782.04 |
| Total | 210,892.38 | 1,456,782.04 |
Other explanation:
Nil
44. Other current liabilities
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| VAT received in advance | 102,929.16 | 11,700.06 |
| Total | 102,929.16 | 11,700.06 |
Changes of short-term bond payable:
Unit: RMB/CNY
| Bond | Face value | Release date | Bond period | Issuing amount | Opening balance | Issued in the Period | Accrual interest by face value | Premium/discount amortization | Paid in the Period | Ending balance | |
| Total |
Other explanation:
Nil
45. Long-term loans
(1)Category
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Explanation on category of long-term loans:
NilOther explanation:including interest rate section
46. Bonds payable
(1) Bonds payable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
(2) Changes of bonds payable (not including the other financial instrument of preferred stock andperpetual capital securities that classify as financial liability)
Unit: RMB/CNY
| Bond | Face value | Release date | Bond period | Issuing amount | Opening balance | Issued in the Period | Accrual interest by face value | Premium/discount amortization | Paid in the Period | Ending balance | |
| Total | —— | ||||||||||
(3) Convertible conditions and time for shares transfer for the convertible bondsNil
(4) Other financial instruments classify as financial liability
Outstanding other financial instruments as preferred stock and perpetual bonds at period-endNilChanges of the outstanding financial instruments as preferred stock and perpetual bonds at period-end
Unit: RMB/CNY
| Outstanding financial instrument | Period-begin | Current increased | Current decreased | Period-end | ||||
| Amount | Book value | Amount | Book value | Amount | Book value | Amount | Book value | |
Basis for financial liability classification for other financial instrumentNilOther explanation:
Nil
47. Lease liability
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Lease Payments | 215,367.24 | |
| Unrecognized financing charges | 12,935.13 | |
| Total | 228,302.37 |
Other explanation:
Nil
48. Long-term account payable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
(1) By nature
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Other explanation:
Nil
(2) Special payable
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance | Causes |
Other explanation:
Nil
49. Long-term wages payable
(1) Long-term wages payable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
(2) Changes of defined benefit plans
Present value of the defined benefit plans:
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
Scheme assets:
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
Net liability (assets) of the defined benefit plans
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
Content of defined benefit plans and relevant risks, impact on future cash flow of the Company as well as times and uncertainty:
Major actuarial assumption and sensitivity analysis:
Nil NilOther explanation:
Nil
50. Accrual liability
Unit: RMB/CNY
| Item | Ending balance | Opening balance | Causes |
| 未决诉讼 | 887,342.00 | ||
| Total | 887,342.00 |
Other explanation, including relevant important assumptions and estimation:
51. Deferred income
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance | Causes |
Item with government subsidy involved:
Unit: RMB/CNY
| Liability | Opening balance | New grants in the Period | Amount reckoned in non- | Amount reckoned in other | Cost reduction in the | Other changes | Ending balance | Assets-related/inco |
| operation revenue | income | period | me related |
Other explanation:
Nil
52. Other non-current liabilities
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Other explanation:
Nil
53. Share capital
Unit: RMB/CNY
| Opening balance | Changes in the period (+, -) | Ending balance | |||||
| New shares issued | Bonus share | Shares transferred from capital reserve | Other | Subtotal | |||
| Total shares | 551,347,947.00 | 137,836,986.00 | 137,836,986.00 | 689,184,933.00 | |||
Other explanation:
54. Other equity instrument
(1) Outstanding other financial instruments as preferred stock and perpetual bonds at period-end
Nil
(2) Changes of the outstanding other financial instruments as preferred stock and perpetual bonds at period-end
Unit: RMB/CNY
| Outstanding financial instrument | Period-begin | Current increased | Current decreased | Period-end | ||||
| Amount | Book value | Amount | Book value | Amount | Book value | Amount | Book value | |
Changes of other equity instrument, change reasons and relevant accounting treatment basis:
NilOther explanation:
Nil
55. Capital public reserve
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance |
| Capital premium(Share capital premium) | 150,990,173.10 | 150,990,173.10 | ||
| Other capital public reserve | 627,834,297.85 | 627,834,297.85 | ||
| 1.Debt restructuring income | 482,580,588.23 | 482,580,588.23 | ||
| 2.Other | 145,253,709.62 | 145,253,709.62 | ||
| Total | 627,834,297.85 | 150,990,173.10 | 778,824,470.95 |
Other explanation:including changes and reasons for changesNote: Among the “other capital public reserves” , 135,840,297.18 Yuan refers to the payment for creditor from shares assignment bywhole shareholders; majority shareholder Shenzhen Guosheng Energy Investment Development Co., Ltd. donated 5,390,399.74Yuan.
56. Inventory shares
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance |
Other explanation:including changes and reasons for changesNil
57. Other comprehensive income
Unit: RMB/CNY
| Item | Opening balance | Current period incurred | Ending balance | |||||
| Account before income tax in the period | Less: written in other comprehensive income in previous period and carried forward to gains and losses in current period | Less: written in other comprehensive income in previous period and carried forward to retained earnings in current period | Less: Income tax expense | Belong to parent company after tax | Belong to minority shareholders after tax | |||
Other explanation: including the active part of the hedging gains/losses of cash flow transfer to initial recognition adjustment forthe arbitraged itemsNil
58. Reasonable reserve
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance |
Other explanation:including changes and reasons for changesNil
59. Surplus public reserve
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance |
| Statutory surplus reserves | 32,673,227.01 | 32,673,227.01 | ||
| Total | 32,673,227.01 | 32,673,227.01 |
Explanation: including changes and reasons for changes
60. Retained profit
Unit: RMB/CNY
| Item | Current period | Prior period |
| Retained profit at period-end before adjustment | -1,202,936,933.70 | -1,200,950,240.88 |
| Retained profit at period-begin after adjustment | -1,202,936,933.70 | -1,200,950,240.88 |
| Add: net profit attributable to shareholders of parent company for this year | -7,616,378.75 | -1,986,692.82 |
| Retained profit at period-end | -1,210,553,312.45 | -1,202,936,933.70 |
Adjustment for retained profit at period-begin:
1) Retroactive adjustment due to the Accounting Standards for Business Enterprise and relevant new regulations, retained profit atperiod-begin has 0.00 Yuan affected;
2) Due to the accounting policy changes, retained profit at period-begin has 0.00 Yuan affected;
3) Due to the major accounting errors correction, retained profit at period-begin has 0.00 Yuan affected;
4) Consolidation range changed due to the same control, retained profit at period-begin has 0.00 Yuan affected;
5) Total other adjustment impacts 0.00 Yuan retained profit at period-begin
61. Operation revenue and operation cost
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred | ||
| Revenue | Cost | Revenue | Cost | |
| Main business | 441,648,114.02 | 416,413,503.39 | 160,519,280.02 | 151,370,945.29 |
| Other business | 3,114,124.23 | 471,249.78 | 4,727,297.93 | 1,236,041.30 |
| Total | 444,762,238.25 | 416,884,753.17 | 165,246,577.95 | 152,606,986.59 |
Whether the lower of audited net profit before or after non-recurring gain/loss is negative
□Yes ?No
Revenue:
Unit: RMB/CNY
| Contract type | 1# Division | 2# Division | Total | |
| Product type | 166,051,582.65 | 278,795,336.38 | 444,846,919.03 | |
| Including: | ||||
| Jewelry and gold | 166,051,582.65 | 261,673,540.71 | 427,725,123.36 | |
| Lithium battery material for bicycles and other | 17,121,795.67 | 17,121,795.67 | ||
| Classification by business area | ||||
| Including: | ||||
| Market or customer type | ||||
| Including: | ||||
| Contract type | ||||
| Including: | ||||
| Classification by time of goods transfer | ||||
| Including: | ||||
| Classification by contract duration | ||||
| Including: | ||||
| Classification by sales channel | ||||
| Including: | ||||
| Total | 166,051,582.65 | 278,795,336.38 | 444,846,919.03 |
Information relating to performance obligation:
NilInformation relating to the transaction price assigned to the remaining performance obligation:
The amount of revenue corresponding to performance obligation that have been signed but have not been fulfilled or have not beenfulfilled at the end of the period was 0.00 Yuan, including 0.00 Yuan is expected to be recognized as revenue in subsequent years,
0.00 Yuan is expected to be recognized as revenue in subsequent years, 0.00 Yuan is expected to be recognized as revenue insubsequent years. Other explanation:
Nil
62. Tax and surcharge
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
| City maintenance & construction tax | 2,060,815.10 | 32,894.51 |
| Educational surcharge | 1,472,010.75 | 23,027.79 |
| Stamp tax | 225,148.85 | 58,446.51 |
| Other | 2,338.58 | |
| Total | 3,757,974.70 | 116,707.39 |
Other explanation:
Nil
63. Sales expenses
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
| Employee compensation | 1,354,906.96 | 1,543,121.27 |
| Mall service fee | 2,425,661.82 | |
| Marketing promotion fees | 631,247.89 | 705,365.87 |
| Business entertainment | 360.00 | 76,402.59 |
| Business travel expenses | 344,559.08 | 163,858.29 |
| Lease fee | 16,130.04 | 28,050.01 |
| Design fee | 471,871.00 | 572,145.63 |
| Depreciation and amortization | 227,870.06 | 143,941.58 |
| Other | 215,650.83 | 71,071.06 |
| Total | 5,688,257.68 | 3,303,956.30 |
Other explanation:
Nil
64. Administrative expenses
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
| Employee compensation | 3,304,419.89 | 2,299,457.43 |
| Intermediary service fee | 996,070.70 | 1,496,322.29 |
| Daily administrative expenses | 1,982,406.14 | 836,063.07 |
| Depreciation and amortization | 1,242,279.43 | 1,522,762.50 |
| Total | 7,525,176.16 | 6,154,605.29 |
Other explanation:
Nil
65. R&D expenses
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
| Employee compensation and benefits | 901,277.20 | 1,701,324.36 |
| Depreciation and amortization | 23,290.50 | 251,361.22 |
| Other | 84,512.00 | |
| Total | 924,567.70 | 2,037,197.58 |
Other explanation:
Nil
66. Financial expenses
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
| Less:Interest income | 272,353.25 | 127,249.64 |
| Commission charge etc. | 42,766.84 | 23,566.49 |
| Other | 33,239.03 | 114,323.26 |
| Total | -196,347.38 | 10,640.11 |
Other explanation:
Nil
67. Other income
Unit: RMB/CNY
| Sources | Current period incurred | Prior period incurred |
| Government subsidy | 142,981.96 | 397,876.20 |
| Personal tax withholding fee | 3,369.17 | 2,516.00 |
68. Investment income
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
Other explanation:
Nil
69. Net exposure hedge gains
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
Other explanation:
Nil
70. Income from change of fair value
Unit: RMB/CNY
| Sources | Current period incurred | Prior period incurred |
Other explanation:
Nil
71. Loss of credit impairment
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
| Bad debt loss of other account receivable | -59,830.83 | -49,753.03 |
| Bad debt losses of accounts receivable | -15,456,941.61 | -2,349,227.58 |
| Total | -15,516,772.44 | -2,398,980.61 |
Other explanation:
Nil
72. Impairment loss on assets
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
| II. Loss of inventory falling price and loss of contract performance cost impairment | -110,756.09 | -99,941.65 |
| V. Impairment loss of fixed asset | -729,605.75 | |
| Total | -840,361.84 | -99,941.65 |
Other explanation:
Nil
73. Income from assets disposal
Unit: RMB/CNY
| Sources | Current period incurred | Prior period incurred |
| Dispose income of fixed assets | -16,957.53 |
74. Non-operating income
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred | Amount reckoned in current non-recurring gains/losses |
| Other | 4,081,450.75 | 5,680,409.27 | |
| Total | 4,081,450.75 | 5,680,409.27 |
Government subsidy reckoned into current gains/losses:
Unit: RMB/CNY
| Government subsidy | Issuing subject | Offering causes | Nature | Subsidy impact current gains/losses (Y/N) | The special subsidy (Y/N) | Amount in the Period | Amount in last period | Assets-related/income-related |
Other explanation:
The “Other” in Non-operating income mainly refers to the rental settlement income of 3,837,081.41 yuan with the administratorand the compensation of 239,571.50 yuan for the renaming fee of the assets in escrow
75. Non-operating expense
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred | Amount reckoned in current non-recurring gains/losses |
| Litigation compensation, liquidated damages and late fees, etc. | 887,344.31 | 121,651.29 | |
| Other | 3,856,679.82 | 5,182,307.93 | |
| Total | 4,744,024.13 | 5,303,959.22 |
Other explanation:
In the current period and prior period, the operation assets for assets to be disposed are not allocated by management, relevantmaintenance and management costs are paid by the revenue and loss compensation income from assets leasing (the assets to bedisposed), reckoned into non-operating expenditure
76. Income tax expense
(1) Income tax expense
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
| Current income tax expense | 1,324,808.04 | 204,836.60 |
| Deferred income tax expense | -54,922.66 | 729,124.08 |
| Total | 1,269,885.38 | 933,960.68 |
(2) Adjustment on accounting profit and income tax expenses
Unit: RMB/CNY
| Item | Current period incurred |
| Total profit | -6,712,457.84 |
| Income tax measured by statutory/applicable tax rate | -1,678,114.46 |
| The impact of applying different tax rates to subsidiaries | 2,297,168.02 |
| Impact of adjusting the income tax of prior period | -10,425.48 |
| Impact on cost, expenses and losses that unable to deducted | 223,824.06 |
| The impact of deductible losses on the use of deferred income tax assets not recognized in prior period | -736,625.21 |
| The impact of deductible temporary differences or deductible losses on deferred income tax assets not recognized in the Period | 1,207,012.04 |
| Effect of recognized temporary differences on the difference between current tax rate and recognized deferred tax rate | -32,953.59 |
| Income tax expense | 1,269,885.38 |
Other explanation:
Nil
77. Other comprehensive income
Refer to the Note
78. Items of cash flow statement
(1) Other cash received in relation to operation activities
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
| Interest, rent, utilities, etc. | 2,518,300.99 | 3,776,439.39 |
| Project cooperation payment | 267,840.00 | |
| Deposits and guarantees received | 146,354.32 | 6,282,000.00 |
| Government subsidy and individual tax handling fee refund | 400,016.00 | |
| Employee correspondence | 44,946.88 | |
| Other | 6,871,962.41 | 10,463,236.95 |
| Total | 9,804,457.72 | 20,966,639.22 |
Explanation on other cash received in relation to operation activities:
Note: “Other” of prior period incurred including 10,145,161.80 yuan land buyback compensation of Shajing
(2) Other cash paid in relation to operation activities
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
| Expenses such as rent and property management maintenance fees | 3,837,081.41 | 3,642,689.57 |
| Deposits and security deposits paid | 8,001,780.56 | 6,057,078.82 |
| Sales, management and R&D expenses | 5,399,850.61 | 3,828,026.64 |
| Litigation compensation, liquidated damages and late fees, etc. | ||
| Handling expenses | 42,766.84 | 23,566.49 |
| Other | 4,917,479.65 | 281,992.52 |
| Total | 22,198,959.07 | 13,833,354.04 |
Explanation on other cash paid in relation to operation activities:
Nil
(3) Other cash received from investment activities
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
Explanation on other cash received from investment activities:
Nil
(4) Cash paid related with investment activities
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
Explanation on cash paid related with investment activitiesNil
(5) Other cash received in relation to financing activities
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
| 9,000,000.00 | ||
| Total | 9,000,000.00 |
Explanation on other cash received in relation to financing activities:
Nil
(6)Other cash paid related with financing activities
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
| 20,207,638.62 | 2,296,062.44 | |
| Total | 20,207,638.62 | 2,296,062.44 |
Explanation on other cash paid related with financing activities:
Nil
79. Supplementary information to statement of cash flow
(1) Supplementary information to statement of cash flow
Unit: RMB/CNY
| Supplementary information | Current amount | Amount of the previous period |
| 1．Net profit adjusted to cash flow of operation activities: | ||
| Net profit | -7,982,343.22 | -1,639,556.00 |
| Add: Assets impairment provision | 16,357,134.28 | 2,498,922.26 |
| Depreciation of fixed assets, consumption of oil assets and depreciation of productive biology assets | 384,570.94 | 371,811.92 |
| Depreciation of right-of-use assets | 1,235,536.34 | 1,546,253.38 |
| Amortization of intangible assets | ||
| Amortization of long-term |
| deferred expenses | ||
| Loss from disposal of fixed assets, intangible assets and other long-term assets (gain is listed with “-”) | 16,957.53 | |
| Losses on scrapping of fixed assets (gain is listed with “-”) | ||
| Gain/loss of fair value changes (gain is listed with “-”) | ||
| Financial expenses (gain is listed with “-”) | 33,239.03 | 114,323.26 |
| Investment loss (gain is listed with “-”) | ||
| Decrease of deferred income tax asset (increase is listed with “-”) | -54,922.66 | 729,124.08 |
| Increase of deferred income tax liability (decrease is listed with “-”) | ||
| Decrease of inventory (increase is listed with “-”) | -40,069,049.13 | -619,189.48 |
| Decrease of operating receivable accounts (increase is listed with “-”) | -257,151,228.59 | 7,017,642.37 |
| Increase of operating payable accounts (decrease is listed with “-”) | 29,587,661.28 | 5,654,601.08 |
| Other | -3,776,621.83 | |
| Net cash flow arising from operating activities | -261,419,066.03 | 15,673,932.87 |
| 2. Material investment and financing not involved in cash flow | ||
| Conversion of debt into capital | ||
| Switching Company bonds due within one year | ||
| Financing lease of fixed assets | ||
| 3. Net change of cash and cash equivalents: | ||
| Balance of cash at period end | 50,922,869.35 | 33,246,957.92 |
| Less: Balance of cash equivalent at year-begin | 33,246,957.92 | 19,887,978.05 |
| Add: Balance at year-end of cash equivalents | ||
| Less: Balance at year-begin of cash equivalents | ||
| Net increased amount of cash and cash equivalent | 17,675,911.43 | 13,358,979.87 |
(2) Net cash paid for obtaining subsidiary in the Period
Unit: RMB/CNY
| Amount | |
| Including: | |
| Including: | |
| Including: |
Other explanation:
Nil
(3) Net cash received by disposing subsidiary in the Period
Unit: RMB/CNY
| Amount | |
| Including: | |
| Including: | |
| Including: |
Other explanation:
Nil
(4) Constitution of cash and cash equivalent
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| I. Cash | 50,922,869.35 | 33,246,957.92 |
| Including: Cash on hand | 33,531.25 | 27,587.25 |
| Bank deposit available for payment at any time | 50,889,338.10 | 33,219,370.67 |
| III. Balance of cash and cash equivalents at the period -end | 50,922,869.35 | 33,246,957.92 |
| Including: Cash and cash equivalent that has use restriction in parent company or subsidiary of the Group | 3,776,621.83 |
Other explanation:
80. Notes of changes of owners’ equity
Explain the name and adjusted amount in “Other” at end of last period:
81. Assets with ownership or use right restricted
Unit: RMB/CNY
| Item | Ending book value | Restriction reasons |
| Monetary fund | 3,776,621.83 | |
| Total | 3,776,621.83 |
Other explanation:
Note 1: restriction found more in “Note VI- 1. Monetary fund”
82. Foreign currency monetary items
(1) Foreign currency monetary items
Unit: RMB/CNY
| Item | Ending foreign currency balance | Convert rate | Ending RMB balance converted |
| Monetary fund | |||
| Including: USD | |||
| EURO | |||
| HKD | |||
| Account receivable | |||
| Including: USD | |||
| EURO | |||
| HKD | |||
| Long-term loans | |||
| Including: USD | |||
| EURO | |||
| HKD | |||
Other explanation:
Nil
(2) Explanation on foreign operational entity, including as for the major foreign operational entity,disclosed main operation place, book-keeping currency and basis for selection; if the book-keepingcurrency changed, explain reasons
□Applicable ?Not applicable
83. Hedging
Disclosed hedging items and relevant hedging instrument based on hedging’s category, disclosed qualitative and quantitativeinformation for the arbitrage risks:
84. Government subsidy
(1) Government subsidy
Unit: RMB/CNY
| Category | Amount | Item | Amount reckoned into current gains/losses |
(2) Government subsidy rebate
□Applicable ?Not applicable
Other explanation:
Nil
85. Other
NilVIII. Changes of consolidation scope
1. Enterprise combined under different control
(1) Enterprise combined under different control in the Period
Unit: RMB/CNY
| Acquiree | Time point for equity obtained | Cost of equity obtained | Ratio of equity obtained | Acquired way Equity obtained way | Purchasing date | Standard to determine the purchasing date | Income of acquiree from purchasing date to period-end | Net profit of acquiree from purchasing date to period-end |
Other explanation:
There was no change in the scope of consolidation during the reporting period.
(2) Combination cost and goodwill
Unit: RMB/CNY
| Consolidation cost | |
| --Cash | |
| --Fair value of non-cash assets | |
| --Fair value of debts issued or assumed | |
| --Fair value of equity securities issued | |
| -- Fair value of contingent consideration | |
| --Fair value of the equity prior to the purchasing date | |
| --Other | |
| Total combination cost | |
| Less: shares of fair value of identifiable net assets acquired | |
| The amount by which the goodwill/cost of consolidation is less than the share of fair value of identifiable net assets acquired |
Determination method for fair value of the combination cost and contingent consideration and changes:
Main reasons for large goodwill resulted:
Other explanation:
(3) Identifiable assets and liability on purchasing date under the acquiree
Unit: RMB/CNY
| Fair value on purchasing date | Book value on purchasing date | |
| Assets: | ||
| Monetary fund | ||
| Account receivable | ||
| Inventory | ||
| Fix assets | ||
| Intangible assets | ||
| Liability: | ||
| Loan | ||
| Account payable | ||
| Deferred income tax liabilities | ||
| Net assets | ||
| Less: Minority interests | ||
| Net assets acquired | ||
Determination method for fair value of the identifiable assets and liabilities:
Contingent liability of the acquiree bear during combination:
Other explanation:
(4) Gains or losses arising from re-measured by fair value for the equity held before purchasing dateWhether it is a business combination realized by two or more transactions of exchange and a transaction of obtained control rightsin the Period or not
□Yes ?No
(5) On purchasing date or period-end of the combination, combination consideration or fair value of identifiable assets andliability for the acquiree are un-able to confirm rationally
(6)Other explanation
2. Enterprise combine under the same control
(1) Enterprise combined under the same control in the Period
Unit: RMB/CNY
| Combined party | Equity ratio obtained in combination | Basis of combined under the same control | Combination date | Standard to determine the combination date | Income of the combined party from period-begin of combination to the combination date | Net profit of the combined party from period-begin of combination to the combination date | Income of the combined party during the comparison period | Net profit of the combined party during the comparison period |
Other explanation:
(2) Combination cost
Unit: RMB/CNY
| Consolidation cost | |
| --Cash | |
| -- Book value of non-cash assets | |
| - Book value of debts issued or assumed | |
| -- The face value of the equity securities issued | |
| --Contingent consideration |
Explanation on contingent consideration and its changes:
Other explanation:
(3) Book value of the assets and liability of the combined party on combination date
Unit: RMB/CNY
| Consolidation date | End of last period | |
| Assets: | ||
| Monetary fund | ||
| Account receivable | ||
| Inventory | ||
| Fix assets | ||
| Intangible assets | ||
| Liability: | ||
| Loan | ||
| Account payable | ||
| Net assets | ||
| Less: Minority interests | ||
| Net assets acquired | ||
Contingent liability of the combined party bear during combination:
Other explanation:
3. Counter purchase
Basic transaction information, basis of counter purchase, whether making up business due to the assets and liability reserved bylisted company and basis, determination of combination cost, amount and calculation on adjusted equity by equity transaction:
4. Subsidiary disposal
Whether lost controlling rights while dispose subsidiary on one time or not
□Yes ?No
Whether lost controlling rights in the Period while dispose subsidiary on two or more steps or not
□Yes ?No
5. Other reasons for consolidation range changed
Reasons for changed on consolidation range (such as new subsidiary established, subsidiary liquidated etc.)And relevantinformation:
6. Other
IX. Equity in other entity
1. Equity in subsidiary
(1) Constitute of enterprise group
| Subsidiary | Main operation place | Registered place | Business nature | Share-holding ratio | Acquired way | |
| Directly | Indirectly | |||||
| Shenzhen Emmelle Industrial Co., Ltd. | Shenzhen | Shenzhen | Distribution of bicycles and spare parts | 70.00% | Investment | |
| Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd | Shenzhen | Shenzhen | Sales of Jewelry, diamonds and gold | 65.00% | Investment | |
| Shenzhen Emmelle Cloud Technology Co., Ltd. | Shenzhen | Shenzhen | Software and information technology service sales | 49.00% | Investment | |
Explanation on share-holding ratio in subsidiary different from ratio of voting right:
NilBasis for controlling the invested entity with half or below voting rights held and without controlling invested entity but with overhalf and over voting rights:
Subsidiary of the Company-Shenzhen Emmelle Industry Co., Ltd. (with 70% equity held by the Company) holds 70% equity ofShenzhen Emmelle Cloud Technology Co., Ltd
Controlling basis for the structuring entity included in consolidated range:
NilBasis on determining to be an agent or consignor:
NilOther explanation:
Nil
(2) Important non-wholly-owned subsidiary
Unit: RMB/CNY
| Subsidiary | Share-holding ratio of minority | Gains/losses attributable to minority in the Period | Dividend announced to distribute for minority in the Period | Ending equity of minority |
| Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd | 35.00% | 892,843.30 | 14,186,018.34 |
Explanation on share-holding ratio of minority different from ratio of voting right:
Other explanation:
(3) Main finance of the important non-wholly-owned subsidiary
Unit: RMB/CNY
| Subsidiary | Ending balance | Opening balance | ||||||||||
| Current assets | Non-current assets | Total assets | Current liabilities | Non-current liabilities | Total liabilities | Current assets | Non-current assets | Total assets | Current liabilities | Non-current liabilities | Total liabilities | |
| Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd | 43,904,659.26 | 153,797.14 | 44,058,456.40 | 4,649,218.79 | 4,649,218.79 | 45,488,730.47 | 953,351.29 | 46,442,081.76 | 9,533,180.01 | 38,957.32 | 9,572,137.33 | |
Unit: RMB/CNY
| Subsidiary | Current period incurred | Prior period incurred | ||||||
| Operation | Net profit | Total | Cash flow | Operation | Net profit | Total | Cash flow | |
| revenue | comprehensive income | from operation activity | revenue | comprehensive income | from operation activity | |||
| Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd | 456,655,370.37 | 2,550,980.86 | 2,550,980.86 | -6,632,446.28 | 132,915,435.90 | 2,454,072.50 | 2,454,072.50 | 6,581,755.61 |
Other explanation:
Nil
(4) Major restriction on using corporate assets and liquidate corporate debtsNil
(5) Financial or other supporting provided to structuring entity that included in consolidated financialstatementNilOther explanation:
Nil
2. Transaction that has owners equity shares changed in subsidiary but still with controlling rights
(1) Owners equity shares changed in subsidiary
Nil
(2) Impact on minority’s interest and owners’ equity attributable to parent company
Unit: RMB/CNY
| Purchase cost/disposal consideration | |
| --Cash | |
| --Fair value of non-cash assets | |
| Purchase cost/total disposal consideration | |
| Less: Subsidiary's share of net assets calculated based on the proportion of acquired/disposed equity | |
| Difference | |
| Including: Adjust capital public reserve | |
| Adjust surplus public reserve | |
| Adjusted retained profit |
Other explanation:
Nil
3. Equity in joint venture and associated enterprise
(1) Important joint venture or associated enterprise
| Joint venture or associated enterprise | Main operation place | Registered place | Business nature | Share-holding ratio | Accounting treatment | |
| Directly | Indirectly | |||||
Share-holding ratio or shares enjoyed different from voting right ratio:
NilBasis of the voting rights with 20% below but with major influence, or without major influence but with over 20% (20% included)voting rights hold:
Nil
(2) Main financial information of the important joint venture
Unit: RMB/CNY
| Ending balance/Current period incurred | Opening balance/Prior period incurred | |
| Current assets | ||
| Including: cash and cash equivalent | ||
| Non-current assets | ||
| Total assets | ||
| Current liabilities | ||
| Non-current liabilities | ||
| Total liabilities | ||
| Minority interests | ||
| Shareholders' equity attributable to the parent company | ||
| Share of net assets calculated by shareholding ratio | ||
| Adjustment items | ||
| --Goodwill | ||
| --Unrealized profit of internal trading | ||
| --Other | ||
| Book value of equity investment in joint venture | ||
| Fair value of the equity investment of joint ventures with public offers concerned | ||
| Operation revenue | ||
| Financial expenses | ||
| Income tax expense | ||
| Net profit |
| Net profit of discontinuing operation | ||
| Other comprehensive income | ||
| Total comprehensive income | ||
| Dividends received from joint venture in the year |
Other explanation:
Nil
(3) Main financial information of the important associated enterprise
Unit: RMB/CNY
| Ending balance/Current period incurred | Opening balance/Prior period incurred | |
| Current assets | ||
| Non-current assets | ||
| Total assets | ||
| Current liabilities | ||
| Non-current liabilities | ||
| Total liabilities | ||
| Minority interests | ||
| Equity attributable to shareholder of parent company | ||
| Share of net assets measured by shareholding | ||
| Adjustment | ||
| --Goodwill | ||
| --Unrealized profit of internal trading | ||
| --Other | ||
| Book value of equity investment in associated enterprise | ||
| Fair value of the equity investment of associated enterprise with public offers concerned | ||
| Operation revenue | ||
| Net profit | ||
| Net profit of discontinuing operation | ||
| Other comprehensive income | ||
| Total comprehensive income | ||
| Dividends received from associated enterprise in the year |
Other explanation:
Nil
(4) Financial summary for un-important joint venture or associated enterprise
Unit: RMB/CNY
| Ending balance/Current period incurred | Opening balance/Prior period incurred | |
| Joint venture： | ||
| Total numbers measured by share-holding ratio | ||
| Associated enterprise： | ||
| Total numbers measured by share-holding ratio |
Other explanation:
Nil
(5) Assets transfer ability has major restriction from joint venture or associated enterpriseNil
(6) Excess losses from joint venture or associated enterprise
Unit: RMB/CNY
| Joint venture or associated enterprise | Cumulative un-confirmed losses | Un-confirmed losses not recognized in the Period (or net profit enjoyed in the Period) | Cumulative un-confirmed losses at period-end |
Other explanation:
Nil
(7) Un-confirmed commitment with investment concerned with joint venture
Nil
(8) Contingent liability with investment concerned with joint venture or associated enterpriseNil
4. Co-runs operation
| Name | Main operation place | Registered place | Business nature | Share-holding ratio/share enjoyed | |
| Directly | Indirectly | ||||
Share-holding ratio or shares enjoyed different from voting right ratio:
NilIf the co-runs entity is the separate entity, basis of the co-runs classificationNil
Other explanation:
5. Equity in structuring entity that excluding in the consolidated financial statement
Relevant explanationNil
6. Other
NilX. Risks Related to Financial Instruments
XI. Disclosure of fair value
1. Ending fair value of the assets and liabilities measured by fair value
Unit: RMB/CNY
| Item | Ending fair value | |||
| First-order | Second-order | Third-order | Total | |
| I. Sustaining measured by fair value | -- | -- | -- | -- |
| II. Non-sustaining measured by fair value | -- | -- | -- | -- |
2. Recognized basis for the market price sustaining and non-persistent measured by fair value on first-orderThe quoted prices without adjustment in the active markets for identical assets or liabilities that are available atthe measurement date.
3. Valuation technique and qualitative and quantitative information on major parameters for the fairvalue measure sustaining and non-persistent on second-orderThe inputs for second-order are inputs other than first-order for which the related assets or liabilities are directlyor indirectly observable
4. Valuation technique and qualitative and quantitative information on major parameters for the fairvalue measure sustaining and non-persistent on third-orderThe third-order inputs are unobservable inputs for the underlying assets or liabilities. The fair value of the bankacceptance bill receivable from bank is determined using the face amount because the probability of loss issmall and the recoverable amount is basically determined
5. Adjustment information and sensitivity analysis of unobservable parameters for the fair value measuresustaining and non-persistent on third-order
Nil
6. Sustaining items measured by fair value, as for the conversion between at all levels, reasons forconversion and policy for conversion time point
Nil
7. Changes of valuation technique in the Period
Nil
8. Financial assets and liability not measured by fair value
Nil
9. Other
XII. Related party and related transactions
1. Parent company
| Parent company | Registered place | Business nature | Registered capital | Share-holding ratio on the enterprise for parent company | Voting right ratio on the enterprise |
| Wansheng Industrial Holdings (Shenzhen) Co., Ltd. | Shenzhen | General business: investment in establishment of industrial (specific items are separately declared) | 500 million Yuan | 20.00% | 20.00% |
Explanation on parent company of the enterprise
Ultimate controller of the Company:
Other explanation:
2. Subsidiary of the Enterprise
Found more in Note VIII-1
3. Associated enterprise and joint venture
Found more in NoteOther associated enterprise and joint venture that have related transaction with the Company in the Period or occurred in previousperiod
| Joint venture or associated enterprise | Relationship with the Company |
Other explanation:
Nil
4. Other related party
| Other related party | Relationship with the Company |
| Shenzhen Zuankinson Jewelry Gold Supply Chain Co., Ltd. | Shareholder of the subsidiary Xinsen Jewelry |
| Fuzhou Rongrun Jewelry Co., Ltd. | The enterprise under the effective control of Chen Xuejin, wifu of Chen Junrong, the shareholder of Shenzhen Zuankinson Jewelry Gold Supply Chain Co., Ltd. |
| Fuzhou Zuankinson Jewelry Co., Ltd. | 100% equity held by Shenzhen Zuankinson Jewelry Gold Supply Chain Co., Ltd. |
| Shenzhen Chanjuan Jewelry Co., Ltd. | The enterprise with 30% equity held by actual controller Wang Shenghong |
Other explanation:
5. Related transaction
(1) Goods purchasing, labor service providing and receiving
Goods purchasing/labor service receiving
Unit: RMB/CNY
| Related party | Transaction content | Current period incurred | Approved transaction amount | Whether more than the transaction amount | Prior period incurred |
| Shenzhen Chanjuan Jewelry Co., Ltd. | Goods purchasing | 166,608.44 |
Goods sold/labor service providing
Unit: RMB/CNY
| Related party | Transaction content | Current period incurred | Prior period incurred |
| Fuzhou Rongrun Jewelry Co., Ltd. | Sales of goods | 96,810,724.96 | 50,175,247.88 |
| Fuzhou Zuankinson Jewelry Co., Ltd. | Sales of goods | 23,137,699.12 |
Explanation on goods purchasing, labor service providing and receivingNil
(2) Related trusteeship/contract and delegated administration/outsourcing
Trusteeship/contract
Unit: RMB/CNY
| Client/ contract-out party | Entrusting party/ contractor | Assets type | Starting date | Maturity date | Yield pricing basis | Income from trusteeship/contract |
Explanation on related trusteeship/contractNilDelegated administration/outsourcing
Unit: RMB/CNY
| Client/ contract-out party | Entrusting party/ contractor | Assets type | Starting date | Maturity date | Pricing basis of trustee fee/outsourcing fee | Trustee fee/outsourcing fee recognized in the Period |
Explanation on related administration/outsourcingNil
(3) Related lease
As a lessor for the Company::
Unit: RMB/CNY
| Lessee | Assets type | Lease income recognized in the Period | Lease income recognized in prior Period |
As a lessee for the Company:
Unit: RMB/CNY
| Lessor | Assets type | rental cost for short-term leases and low-value assets leases with simplified processing (if applicable) | Variable lease payment not included in the measurement of leasing liability (if applicable) | Rental paid | Interest expenses assumed on lease liability | Right-of-use assets increased | |||||
| Current period incurre | Prior period incurre | Current period incurre | Prior period incurre | Current period incurre | Prior period incurre | Current period incurre | Prior period incurre | Current period incurre | Prior period incurre | ||
| d | d | d | d | d | d | d | d | d | d |
Explanation on related leaseNil
(4) Related guarantee
As a guarantor for the Company
Unit: RMB/CNY
| Secured party | Amount guarantee | Starting date | Due date | Guarantee completed (Y/N) |
As a secured party for the Company
Unit: RMB/CNY
| Guarantor | Amount guarantee | Starting date | Due date | Guarantee completed (Y/N) |
Explanation on related guaranteeNil
(5) Borrowed funds of related party
Unit: RMB/CNY
| Related party | Borrowed funds | Starting date | Due date | Note |
| Borrowing | ||||
| Lending | ||||
(6) Assets transfer and debt restructuring of related party
Unit: RMB/CNY
| Related party | Transaction content | Current period incurred | Prior period incurred |
(7) Remuneration of key manager
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
| Remuneration of key manager | 1,417,895.39 | 1,457,847.63 |
(8) Other related transactions
Nil
6. Receivable/payable items of related parties
(1) Receivable item
Unit: RMB/CNY
| Item | Related party | Ending balance | Opening balance | ||
| Book balance | Bad debt provision | Book balance | Bad debt provision | ||
| Account receivable | Fuzhou Rongrun Jewelry Co., Ltd. | 44,987,445.10 | 4,146,308.99 | ||
| Account receivable | Fuzhou Zuankinson Jewelry Co., Ltd. | 19,085,600.00 | |||
(2) Payable item
Unit: RMB/CNY
| Item | Related party | Ending book balance | Opening book balance |
| Other account payable | Shenzhen Guosheng Energy Investment Development Co., Ltd. | 6,500,000.00 | 6,500,000.00 |
| Account payable | Shenzhen Chanjuan Jewelry Co., Ltd. | 144,642.53 | 33,699.49 |
7. Commitments of related party
Nil
8. Other
Nil
XIII. Share-based payment
1. General share-based payment
□Applicable ?Not applicable
2. Share-based payment settled by equity
□Applicable ?Not applicable
3. Share-based payment settled by cash
□Applicable ?Not applicable
4. Revised and termination on share-based payment
Nil
5. Other
NilXIV. Commitment or contingency
1. Important commitments
Important commitments in balance sheet dateNil
2. Contingency
(1) Contingency on balance sheet date
Nil
(2) For the important contingency not necessary to disclosed by the Company, explained reasonsThe Company has no important contingency that need to disclosed
3. Other
NilXV. Events after balance sheet date
1. Important non-adjustment items
Unit: RMB/CNY
| Item | Content | Impact on financial status and operation results | Reasons on un-able to estimated the impact number |
2. Profit distribution
Unit: RMB/CNY
3. Sales return
Nil
4. Other events after balance sheet date
Nil
XVI. Other important events
1. Previous accounting errors collection
(1) Retrospective restatement
Unit: RMB/CNY
| Correction content | Treatment procedures | Impact items of statement during a comparison | Cumulative impacted number |
(2) Prospective application
| Correction content | Approval procedures | Reasons for prospective application adopted |
2. Debt restructuring
Nil
3. Assets replacement
(1) Non-monetary assets change
Nil
(2) Other assets replacement
Nil
4. Pension plan
Nil
5. Discontinued operations
Unit: RMB/CNY
| Item | Revenue | Expenses | Total profit | Income tax expense | Net profit | Discontinued operations profit attributable to owners of parent company |
Other explanation:
Nil
6. Segment
(1) Recognition basis and accounting policy for reportable segment
Nil
(2) Financial information for reportable segment
Unit: RMB/CNY
| Item | Offset between segments | Total | |
(3) The Company has no reportable segments, or unable to disclose total assets and total liability forreportable segments, explain reasonsNil
(4)Other explanation
Nil
7. Major transaction and events makes influence on investor’s decision
Nil
8. Other
Nil
XVII. Principle notes of financial statements of parent company
1. Account receivable
(1)Category
Unit: RMB/CNY
| Category | Ending balance | Opening balance | ||||||||
| Book balance | Bad debt provision | Book value | Book balance | Bad debt provision | Book value | |||||
| Amount | Ratio | Amount | Accrual ratio | Amount | Ratio | Amount | Accrual ratio | |||
| Account receivable with bad debt provision accrual by single basis | 19,829,097.29 | 8.63% | 15,489,402.18 | 78.11% | 4,339,695.11 | 21,655,872.02 | 77.75% | 4,990,682.02 | 64.16% | 16,665,190.00 |
| Including: | ||||||||||
| Accounts with single significant amount but with bad debts provision accrued individually | 15,780,156.69 | 6.87% | 12,624,125.35 | 80.00% | 3,156,031.34 | 18,925,666.88 | 67.95% | 3,785,133.38 | 20.00% | 15,140,533.50 |
| Accounts with single minor amount but with bad debts provision accrued individually | 4,048,940.60 | 1.76% | 2,865,276.83 | 70.77% | 1,183,663.77 | 2,730,205.14 | 9.80% | 1,205,548.64 | 44.16% | 1,524,656.50 |
| Account receivable with bad debt provision accrual by portfolio | 210,053,360.30 | 91.37% | 630,160.08 | 0.30% | 209,423,200.22 | 6,195,911.60 | 22.25% | 18,587.74 | 0.30% | 6,177,323.86 |
| Including: | ||||||||||
| Account receivable withdrawal bad debt provision by group of credit risk characteristics (Aging analysis method) | 210,053,360.30 | 91.37% | 630,160.08 | 0.30% | 209,423,200.22 | 6,195,911.60 | 22.25% | 18,587.74 | 0.30% | 6,177,323.86 |
| Total | 229,882,457.59 | 100.00% | 16,119,562.26 | 70.01% | 213,762,895.33 | 27,851,783.62 | 100.00% | 5,009,269.76 | 17.99% | 22,842,513.86 |
Bad debt provision accrual on single basis:Accounts with single significant amount but with bad debts provision accruedindividually
Unit: RMB/CNY
| Name | Ending balance | |||
| Book balance | Bad debt provision | Accrual ratio | Reason for accrual | |
| Guangshui Jiaxu Energy Technology Co., Ltd. | 15,780,156.69 | 12,624,125.35 | 80.00% | 该客户已停工停产，预计收回难度大，公司已对该客户进行起诉。 |
| Total | 15,780,156.69 | 12,624,125.35 | ||
Bad debt provision accrual on single basis:Accounts with single minor amount but with bad debts provision accrued individually
Unit: RMB/CNY
| Name | Ending balance | |||
| Book balance | Bad debt provision | Accrual ratio | Reason for accrual | |
| Shenzhen Emmelle Industrial Co., Ltd. | 933,191.88 | 合并内Related party不Accrual坏账 | ||
| Suzhou Jiaxin Economic Trade Co., Ltd. | 888,757.00 | 888,757.00 | 100.00% | 预计收回难度大 |
| Dongguan Daxiang New Energy Co., Ltd. | 676,734.00 | 676,734.00 | 100.00% | 预计收回难度大 |
| Suzhou Daming Vehicle Industry Co., Ltd. | 649,688.00 | 519,750.40 | 80.00% | 预计收回难度大 |
| Guangdong Xinlingjia New Energy Co., Ltd. | 348,136.00 | 348,136.00 | 100.00% | 预计收回难度大 |
| Hubei Topsdun Eletronic Tech. Co., Ltd. | 241,068.58 | 120,534.29 | 50.00% | 预计收回难度大 |
| Tianjin Huihui Electric Vehicle Co., Ltd. | 116,840.14 | 116,840.14 | 100.00% | 预计收回难度大 |
| Other | 194,525.00 | 194,525.00 | 100.00% | 预计收回难度大 |
| Total | 4,048,940.60 | 2,865,276.83 | ||
Bad debt provision accrual on portfolio:Accounts receivable with provision for bad debts by aging analysis method
Unit: RMB/CNY
| Name | Ending balance | ||
| Book balance | Bad debt provision | Accrual ratio | |
| Within one year(one year included) | 210,053,360.30 | 630,160.08 | 0.30% |
| Total | 210,053,360.30 | 630,160.08 | |
Explanation on portfolio basis:
If the provision for bad debts of account receivable is made in accordance with the general model of expected credit losses, pleaserefer to the disclosure of other account receivable to disclose related information about bad-debt provisions:
□Applicable ?Not applicable
By account age
Unit: RMB/CNY
| Account age | Book balance |
| Within one year(one year included) | 229,882,457.59 |
| Total | 229,882,457.59 |
(2) Bad debt provision accrual, collected or reversal in the period
Accrual of bad debt provision in the period:
Unit: RMB/CNY
| Category | Opening balance | Current changes | Ending balance | |||
| Accrual | Collected or reversal | Write off | Other | |||
| Accrual of bad debt provision for account receivable in the Period | 11,110,292.50 | |||||
| Total | 11,110,292.50 | |||||
Including important amount of bad debt provision collected or reversal in the period:
Unit: RMB/CNY
| Enterprise | Amount collected or reversal | Collection way |
(3) Account receivables actually write-off during the reporting period
Unit: RMB/CNY
| Item | Amount written off |
Including major account receivables write-off:
Unit: RMB/CNY
| Enterprise | Nature | Amount written off | Causes | Procedure | Amount cause by related transactions or not (Y/N) |
Explanation on account receivable write-off:
Nil
(4) Top five account receivables collected by arrears party at ending balance
Unit: RMB/CNY
| Enterprise | Ending balance of accounts receivable | Proportion of total closing balance of accounts receivable | Ending balance of bad bet provision |
| Shenzhen Yunshang Jewelry Co., Ltd. | 52,165,655.00 | 22.69% | 156,496.97 |
| Shenzhen Hualinglong Jewelry Culture Tech. Co., Ltd. | 37,514,073.30 | 16.32% | 112,542.22 |
| Fuzhou Rongrun Jewelry Co., Ltd. | 32,393,000.00 | 14.09% | 97,179.00 |
| Fuzhou Cangshan Dingjue Jewelry Firm | 25,756,505.00 | 11.20% | 77,269.52 |
| Fuzhou Zuankinson Jewelry Co., Ltd. | 19,085,600.00 | 8.30% | 57,256.80 |
| Total | 166,914,833.30 | 72.61% |
(5) Assets and liability resulted by account receivable transfer and continuous involvementNilOther explanation:
Nil
(6) Account receivable derecognition due to transfer of financial assets
Nil
2. Other account receivable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Other account receivable | 209,606.79 | 70,451.01 |
| Total | 209,606.79 | 70,451.01 |
(1) Interest receivable
1) Category
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
2) Important overdue interest
Unit: RMB/CNY
| Borrower | Ending balance | Overdue time | Overdue reason | Impairment (Y/N) and judgment basis |
Other explanation:
Nil
3) Accrual of bad debt provision
□Applicable ?Not applicable
(2) Dividend receivable
1) Category
Unit: RMB/CNY
| Item (or the invested entity) | Ending balance | Opening balance |
2) Important dividend receivable with over one year aged
Unit: RMB/CNY
| Item (or the invested entity) | Ending balance | Account age | Causes of failure for collection | Impairment (Y/N) and judgment basis |
3) Accrual of bad debt provision
□Applicable ?Not applicable
Other explanation:
Nil
(3) Other account receivable
1) By nature
Unit: RMB/CNY
| Nature | Ending book balance | Opening book balance |
| Deposit or margin | 70,963.00 | 70,963.00 |
| Payment for equipment | 11,400.00 | 11,400.00 |
| Reserves | 20,198.00 | 200.00 |
| Other | 119,576.50 | |
| Total | 222,137.50 | 82,563.00 |
2) Accrual of bad debt provision
Unit: RMB/CNY
| Bad debt provision | Phase I | Phase II | Phase III | Total |
| Expected credit losses over next 12 months | Expected credit losses for the entire duration (without credit impairment occurred) | Expected credit losses for the entire duration (with credit impairment occurred) | ||
| Balance on January 1, 2022 | 12,111.99 | 12,111.99 | ||
| January 1, 2022 balance in the current period | ||||
| Accrual in the Period | 418.72 | 418.72 | ||
| Balance on December 31, 2022 | 12,530.71 | 12,530.71 |
Change of book balance of loss provision with amount has major changes in the period
□Applicable ?Not applicable
By account age
Unit: RMB/CNY
| Account age | Book balance |
| Within one year(one year included) | 139,574.50 |
| 2-3 years | 70,663.00 |
| Over 3 years | 11,900.00 |
| Over 5 years | 11,900.00 |
| Total | 222,137.50 |
3) Bad debt provision accrual, collected or reversal in the period
Accrual of bad debt provision in the period:
Unit: RMB/CNY
| Category | Opening balance | Current changes | Ending balance | |||
| Accrual | Collected or reversal | Write off | Other | |||
| Accrual of bad debt provision for other account receivable in the Period | 12,111.99 | 418.72 | 12,530.71 | |||
| Total | 12,111.99 | 418.72 | 12,530.71 | |||
Important amount of bad debt provision switch-back or collection in the period:
Unit: RMB/CNY
| Enterprise | Amount switch-back or collection | Collection way |
4) Other account receivables actually write-off during the reporting period
Unit: RMB/CNY
| Item | Amount written off |
Including major other account receivables write-off:
Unit: RMB/CNY
| Enterprise | Other Nature | Amount written off | Causes | Procedure | Amount cause by related transactions or not (Y/N) |
Other Explanation on account receivable write-off:
Nil
5) Top 5 other account receivable collected by arrears party at ending balance
Unit: RMB/CNY
| Enterprise | Nature | Ending balance | Account age | Proportion in total other account receivables at period-end | Ending balance of bad bet provision |
| Shenye Pengji (Group) Co., Ltd. | Deposit or margin | 60,222.00 | 1-2 years | 27.11% | 180.67 |
| Huang Zeqi | Reserves | 19,998.00 | 1-2 years | 9.00% | 59.99 |
| Shenzhen Hongkang Instrument Technology Co., Ltd. | Payment for equipment | 11,400.00 | Over 5 years | 5.13% | 11,400.00 |
| Shenzhen Pengji Property Management Service Co., Ltd. | Deposit or margin | 10,441.00 | 1-2 years | 4.70% | 31.32 |
| Shenzhen Color Life Property Management Co., Ltd. Lianxin Home Branch | Deposit or margin | 300.00 | Over 5 years | 0.14% | 300.00 |
| Total | 102,361.00 | 46.08% | 11,971.98 |
6) Account receivable with government subsidy involved
Unit: RMB/CNY
| Enterprise | Government subsidy | Ending balance | Ending account age | Time, amount and basis of amount collection estimated |
Nil
7)Other account receivable derecognition due to financial assets transfer
Nil
8) Assets and liability resulted by other account receivable transfer and continuous involvementNilOther explanation:
Nil
3. Long-term equity investment
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Book balance | Impairment provision | Book value | Book balance | Impairment provision | Book value | |
| Investment for subsidiary | 19,960,379.73 | 19,960,379.73 | 19,960,379.73 | 19,960,379.73 | ||
| Total | 19,960,379.73 | 19,960,379.73 | 19,960,379.73 | 19,960,379.73 |
(1) Investment for subsidiary
Unit: RMB/CNY
| The invested entity | Opening balance(Book value) | Changes in the period (+, -) | Ending balance(Book value) | Ending balance of impairment provision | |||
| Additional investment | Capital reduction | Accrual of impairment provision | Other | ||||
| Shenzhen Emmelle Industrial Co., Ltd. | 10,379.73 | 10,379.73 | |||||
| Shenzhen Xinsen Jewelry Gold Supply Chain Co., Ltd | 19,950,000.00 | 19,950,000.00 | |||||
| Total | 19,960,379.73 | 19,960,379.73 | |||||
(2) Investment for associates and joint venture
Unit: RMB/CNY
| Funded enterprise | Opening balance(Book value) | Changes in the period (+, -) | Ending balance(Book value) | Ending balance of impairment provision | |||||||
| Additional investment | Capital reduction | Investment gains recognized under equity | Other comprehensive income adjustment | Other equity change | Cash dividend or profit announced to issued | Accrual of impairment provision | Other | ||||
| I. Joint venture | |||||||||||
| II. Associated enterprise | |||||||||||
(3) Other explanation
Nil
4. Operation revenue and operation cost
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred | ||
| Revenue | Cost | Revenue | Cost | |
| Main business | 266,611,588.18 | 253,367,696.62 | 23,505,830.29 | 23,100,454.32 |
| Other business | 568,558.49 | 120,538.07 | 4,693,393.21 | 1,232,802.37 |
| Total | 267,180,146.67 | 253,488,234.69 | 28,199,223.50 | 24,333,256.69 |
Revenue:
Unit: RMB/CNY
| Contract type | 1# Division | 2# Division | Total | |
| Product type | ||||
| Including: | ||||
| Gold jewelry | 261,673,540.71 | 261,673,540.71 | ||
| Lithium battery material for bicycles and other | 630,341.33 | 630,341.33 | ||
| Classification by business area | ||||
| Including: | ||||
| Market or customer type | ||||
| Including: | ||||
| Contract type | ||||
| Including: | ||||
| Classification by time of goods transfer | ||||
| Including: | ||||
| Classification by contract duration | ||||
| Including: | ||||
| Classification by sales channel | ||||
| Including: | ||||
| Total | 266,611,588.18 | 267,241,929.51 |
Information relating to performance obligation:
NilInformation relating to the transaction price assigned to the remaining performance obligation:
The amount of income corresponding to the performance obligations that have been signed at the end of this reporting period buthave not yet been fulfilled or have not done with fulfillment is 0.00 yuan, among them, yuan of revenue is expected to berecognized in YEAR, yuan of revenue is expected to be recognized in YEAR, and yuan of revenue is expected to be recognized inYEAR.Other explanation:
Nil
5. Investment income
Unit: RMB/CNY
| Item | Current period incurred | Prior period incurred |
6. Other
Nil
XVIII. Supplementary Information
1. Current non-recurring gains/losses
□Applicable ?Not applicable
2. ROE and EPS
| Profits during report period | Weighted average ROE | Earnings per share | |
| Basic EPS(RMB/Share) | Diluted EPS(RMB/Share) | ||
| Net profit attributable to common shareholder of the Company | -14.30% | -0.013 | -0.013 |
| Net profit attributable to common shareholder of the Company after deducting nonrecurring gains and losses | -14.36% | -0.013 | -0.013 |
3. Difference of the accounting data under accounting rules in and out of China
(1) Difference of the net profit and net assets disclosed in financial report, under both IAS (InternationalAccounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
□Applicable ?Not applicable
(2) Difference of the net profit and net assets disclosed in financial report, under both foreign accountingrules and Chinese GAAP (Generally Accepted Accounting Principles)
□Applicable ?Not applicable
(3) Explain accounting difference over the accounting rules in and out of China; as for the differenceadjustment for data audited by foreign auditing organ, noted the name of such foreign organ
Nil
4. Other
Nil
Board of Directors of
Shenzhen China Bicycle Company (Holdings) Limited
21 April 2023